UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On October 4, 2024, James W. Stuckert notified Sanara MedTech Inc. (the “Company”) of his intention to resign from his position as a member of the Company’s Board of Directors (the “Board”) and each of its committees upon which he serves, effective as of October 4, 2024. Mr. Stuckert’s resignation from the Board was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Stuckert will continue to serve the Board in a non-voting, advisory capacity as Director Emeritus.
Appointment of Director
On October 4, 2024, the Board appointed Keith Myers as a director of the Company, effective October 4, 2024 (the “Effective Date”), to fill the vacancy resulting from Mr. Stuckert’s resignation.
Mr. Myers is co-founder of LHC Group (“LHC”) and served as chairman and Chief Executive Officer of LHC from 1994 until LHC’s merger with Optum, Inc. in 2023. Mr. Myers is also a co-founder and current chairman of the Partnership for Quality Home Healthcare in Washington, D.C. and a co-founder and former member of the board of directors of the Alliance for Home Health Quality and Innovation. In June 2003, Mr. Myers was named Regional Entrepreneur of the Year in the field of healthcare services and inducted into the National Entrepreneur of the Year Hall of Fame in November of the same year. In 2015, he was inducted into the National Home Care & Hospice Hall of Fame. Mr. Myers has served on technical expert panels that advise the Centers for Medicare & Medicaid Services and other key Washington, D.C. policymakers. Mr. Myers currently serves as a member of the board of directors of the Louisville Health care Council, and previously served as a Chief Executive Officer member of Healthcare Leadership Council in Washington, D.C., and a Chief Executive Officer member of the American Hospital Association.
Mr. Myers has been appointed to serve as a member of the Corporate Development Committee of the Board as of the Effective Date. Mr. Myers will be entitled to participate in the Company’s compensation policy for non-employee directors, which consists of annual retainer fees, payable in shares of restricted stock, of $90,000 per year for service on the Board and $5,000 per year for service on the Corporate Development Committee.
There are no arrangements or understandings between Mr. Myers and any other persons pursuant to which he was selected to serve on the Board. In addition, there are no transactions between the Company and Mr. Myers or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 7.01 | Regulation FD Disclosure. |
On October 7, 2024, the Company issued a press release announcing the resignation of Mr. Stuckert from the Board and the appointment of Mr. Myers to the Board. A copy of the press release is attached hereto as Exhibit 99.1 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 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 Release, dated October 7, 2024 (furnished pursuant to Item 7.01). | |
| 104 | Cover 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.
| Date: | October 7, 2024 | ||
| Sanara MedTech Inc. | |||
| By: | /s/ Michael D. McNeil | ||
| Name: | Michael D. McNeil | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Sanara MedTech Inc. Announces Changes to Its Board of Directors
FORT WORTH, TX / ACCESSWIRE / October 7, 2024 / Sanara MedTech Inc.
Based in Fort Worth, Texas, Sanara MedTech Inc. (“Sanara” or the “Company”) (NASDAQ: SMTI), a medical technology company focused on improving clinical outcomes and reducing healthcare expenditures in the surgical, chronic wound and skincare markets announced today changes to its Board of Directors (“Board”). After a long tenure of service with the predecessor company and Sanara, Mr. James “Jim” Stuckert has resigned from his position as a director, and Mr. Keith Myers has been appointed to serve as a director on the Board in order to fill the vacancy resulting from Mr. Stuckert’s resignation. Mr. Stuckert will continue to serve the Board as Director Emeritus.
Ron Nixon, Sanara’s Executive Chairman and CEO, stated, “I want to thank Jim for his leadership and extensive contributions over the past many years of Sanara’s growth. I speak for the entire board in thanking him for his contributions to the Company and wishing him the best.” Mr. Nixon added, “I have known Keith Myers for decades while he led the LHC Group team to become one of the most impactful home health and hospice providers in the U.S. His leadership, strategic vision, and experience will be invaluable as Sanara enters its next phase of growth.”
Mr. Myers is the chairman and CEO emeritus of LHC Group, one of the largest and highest quality in-home healthcare providers in the United States. He co-founded LHC Group in 1994 and led its growth from a single freestanding home health agency in rural Louisiana to a publicly traded company with 29,000 employees and 950 agency locations across 38 states and the District of Columbia.
As a visionary and influential leader in the home health industry, Mr. Myers has contributed to shaping the policy and practice of in-home care delivery in the United States. He is the current chairman and a co-founder of the Partnership for Quality Home Healthcare, a coalition of home health providers dedicated to improving the program integrity, quality, and efficiency of home healthcare. He has also served on technical expert panels, prepared research and white papers, and participated in data analysis and presentations to advise the Centers for Medicare & Medicaid Services and other key policymakers.
Mr. Myers is a recipient of multiple national awards and honors, including the National Entrepreneur of the Year in the field of healthcare services and induction into the National Home Care & Hospice Hall of Fame.
About Sanara MedTech Inc.
Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skincare markets. The Company markets, distributes and develops surgical, wound and skincare products for use by physicians and clinicians in hospitals, clinics and all post-acute care settings and offers 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 markets and distributes CellerateRX® Surgical Activated Collagen, FORTIFY TRG® Tissue Repair Graft and FORTIFY FLOWABLE® Extracellular Matrix as well as a portfolio of advanced biologic products focusing on ACTIGENTM Verified Inductive Bone Matrix, ALLOCYTE® Plus Advanced Viable Bone Matrix, BiFORM® Bioactive Moldable Matrix, TEXAGEN® Amniotic Membrane Allograft, and BIASURGE® Advanced Surgical Solution to the surgical market. In addition, the following products are sold in the wound care market: BIAKŌS® Antimicrobial Skin and Wound Cleanser, BIAKŌS® Antimicrobial Wound Gel, and BIAKŌS® Antimicrobial Skin and Wound Irrigation Solution. 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 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.
Information about 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 “aims,” “anticipates,” “believes,” contemplates,” “continue,” “could,” “estimates,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “targets,” “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 Company’s future growth. These items involve risks, contingencies and uncertainties such as the extent of product demand, market and customer acceptance of the Company’s products, the effect of economic conditions, competition, pricing, uncertainties associated with the development and process for obtaining regulatory approval for new products, 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.
Investor Contact:
Callon Nichols, Director of Investor Relations
713-826-0524
SOURCE: Sanara MedTech Inc.