8-K
Sanara MedTech Inc. (SMTI)
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): December 9, 2021
| SANARA MEDTECH INC. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Texas | 001-39678 | 59-2219994 |
| --- | --- | --- |
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File Number) | Identification<br> No.) |
| 1200 Summit Avenue, Suite 414<br><br> <br>Fort Worth, Texas | 76102 |
|---|---|
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (817) 529-2300
(Former name or former address, if changed since last report)
Not
Applicable
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | SMTI | The<br> 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Appointmentof Director
On December 9, 2021, the Board of Directors (the “Board”) of Sanara MedTech Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Roszell Mack III as a director of the Company to fill the newly created vacancy, effective January 1, 2022.
Mr. Mack has been the President and Managing Member of Mack & Co., LLC, a multi-family office and independent advisory firm since 2010. Prior to forming Mack & Co., Mr. Mack co-founded Ascend Venture Group, LLC, a technology focused venture capital firm. Prior to the formation of Ascend, Mr. Mack was an investment banker for more than a decade with Goldman Sachs and Salomon Smith Barney where he worked on the origination, structuring and execution of mergers and acquisitions, capital raising and private placement transactions for institutional clients. Mr. Mack earned a Bachelor of Arts (Engineering Sciences, Chemical) degree from Yale University and a Master of Business Administration degree from Harvard Business School. The Company believes the addition of Mr. Mack to its Board represents an important step in the Company’s growth plans.
Mr. Mack has been appointed to serve on the audit committee of the Board. Mr. Mack will be entitled to participate in the Company’s compensation policy for non-employee directors, which the Board currently expects will consist of annual grants of restricted stock having annual vesting restrictions based on compensation generally valued at $90,000 per year.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 15, 2021, the Company issued a press release announcing the appointment of Mr. Mack to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release, dated December 15, 2021 (furnished pursuant to Item 7.01). |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
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: | December<br> 15, 2021 | By: | /s/ Michael D. McNeil |
| Name: | Michael D. McNeil | ||
| Title: | Chief Financial Officer |
Exhibit99.1
SanaraMedTech Inc. Announces the Appointment of Roszell Mack III to its Board of Directors
FORTWORTH, TX / December 15, 2021 (Globe Newswire) -- Sanara MedTech Inc. (“Sanara” or the “Company”) (NASDAQ: SMTI), a provider of products and technologies for surgical and chronic wound care dedicated to improving patient outcomes, announced today that Roszell Mack III has been appointed to the Company’s Board of Directors (the “Board”), effective January 1, 2022.
Ron Nixon, Sanara’s Executive Chairman, stated, “Rosz is a tremendous addition to Sanara’s Board. He has an extensive background in finance, global markets, and scaling technology ventures. We believe his expertise in these areas will add a valuable perspective to our board as we continue to execute our comprehensive wound and skin care strategy.”
Mr. Mack is the President and Managing Member of Mack & Co., LLC.
Mack & Co., LLC and its affiliates are a Dallas, Texas based multi-family office and independent advisory firm focused solely on strategic advisory, direct investments and alternative investment solutions for the family office marketplace. Mack & Co’s clients are institutional global family offices with over $50 billion of investable assets based in the United States, Europe, Latin America, and the Middle East.
Prior to forming Mack & Co., LLC, Mr. Mack co-founded Ascend Venture Group, LLC, a New York-based technology focused venture capital firm.
Prior to the formation of Ascend, Mr. Mack was an investment banker for more than a decade with Goldman Sachs & Co. and Salomon Smith Barney where he worked on the origination, structuring and execution of mergers and acquisitions, capital raising and private placement transactions for institutional clients.
Mr. Mack earned a Bachelor of Arts (Engineering Sciences, Chemical) degree from Yale University and a Master of Business Administration degree from Harvard Business School. He is a member of the Board of Trustees of The Edwin Gould Foundation and the Board of Overseers of the Vanderbilt-Ingram Cancer Center.
AboutSanara MedTech Inc.
With a focus on improving patient outcomes through evidence-based healing solutions, Sanara MedTech Inc. markets, distributes, and develops wound and skincare products for use by physicians and clinicians in hospitals, clinics, and all post-acute care settings and is seeking to offer wound care and dermatology virtual consultation services via telemedicine. Sanara’s products are primarily sold in the North American advanced wound care and surgical tissue repair markets. Sanara MedTech markets and distributes CellerateRX® Surgical Activated Collagen®, FORTIFY TRG^TM^ Tissue Repair Graft and FORTIFY FLOWABLE^TM^ Extracellular Matrix to the surgical markets as well as the following products to the wound care market: BIAKŌS™ Antimicrobial Skin and Wound Cleanser, BIAKŌS™ Antimicrobial Wound Gel, BIAKŌS™ Antimicrobial Skin and Wound Irrigation Solution and HYCOL™ Hydrolyzed Collagen. Sanara’s pipeline also contains potentially transformative product candidates for mitigation of opportunistic pathogens and biofilm, wound re-epithelialization and closure, necrotic tissue debridement, and cell compatible substrates. The Company believes it has acquired the ability to drive its pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. Sanara is constantly seeking long-term strategic partnerships with a focus on products that improve outcomes at a lower overall cost. In addition, Sanara is actively seeking to expand within its six focus areas of wound and skincare for the acute, post-acute, and surgical markets. The focus areas are debridement, biofilm removal, hydrolyzed collagen, advanced biologics, negative pressure wound therapy adjunct products, and the oxygen delivery system segment of the healthcare industry. For more information, visit SanaraMedTech.com.
Informationabout Forward-Looking Statements
The statements in this press release that do not constitute historical facts are “forward-looking statements,” within the meaning of and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements may be identified by terms such as “anticipate,” “believes,” “contemplates,” “continue” “could,” “estimates,” “expect,” “intend,” “may,” “plan,” “potential” “predicts,” “preliminary,” “project,” “seek,” “should,” “target,” “will,” or “would,” or the negatives of these terms, variations of these terms or other similar expressions. These forward-looking statements include, among others, statements regarding the development of new products and expansion of the Company’s business in telehealth and wound care. These items involve risks, contingencies and uncertainties such as Sanara’s ability to retain key employees, uncertainties associated with the development and process for obtaining regulatory approval for new products, the extent of product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, the ability to consummate and integrate acquisitions, and other risks, contingencies and uncertainties detailed in the Company’s SEC filings, which could cause the Company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by these statements.
All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to revise any of these statements to reflect the future circumstances or the occurrence of unanticipated events, except as required by applicable securities laws.
InvestorContact:
Callon Nichols, Director of Investor Relations
713-826-0524
CNichols@sanaramedtech.com
SOURCE:Sanara MedTech Inc.