SMTI Sanara MedTech Inc

 

 

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): June 12, 2024

 

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

 

Texas		001-39678		59-2219994
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

1200 Summit Avenue, Suite 414 Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement 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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SMTI		The 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As further described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Sanara MedTech Inc. (the “Company”), and upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s shareholder’s approved an amendment and restatement of the Company’s Certificate of Formation (as amended and restated, the “Amended and Restated Certificate of Formation”) to provide that the number of directors constituting the Board shall be fixed from time to time pursuant to the Amended and Restated Bylaws of the Company (the “Bylaws”) and to make other updates and modernizations. The Amended and Restated Certificate of Formation was previously approved by the Board, subject to shareholder approval at the Annual Meeting.

 

The Amended and Restated Certificate of Formation is described in detail under “Proposal 2: Approval of the Amended and Restated Certificate of Formation to Provide that the Number of Directors Constituting the Board Shall be Fixed by the Bylaws and to Make Other Updates and Modernizations” beginning on page 37 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2024, as supplemented on May 15, 2024 (the “Proxy Statement”), in connection with the Annual Meeting. The text of the Amended and Restated Certificate of Formation is set forth in its entirety in Annex A of the Proxy Statement, and a marked version of the Amended and Restated Certificate of Formation, showing all of the changes from the previous Certificate of Formation is set forth in Annex B of the Proxy Statement.

 

The Amended and Restated Certificate of Formation became effective upon its filing with the Secretary of State of the State of Texas on June 13, 2024.

 

The foregoing description of the Amended and Restated Certificate of Formation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Formation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 12, 2024, the Company held its Annual Meeting. A total of 7,029,596 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of the proposals was included in the Proxy Statement.

 

Proposal 1: Election of (i) Ronald T. Nixon, (ii) Robert A. DeSutter, (iii) Roszell Mack III, (iv) Eric D. Major, (v) Sara N. Ortwein, (vi) Ann Beal Salamone, (vii) James W. Stuckert and (viii) Eric D. Tanzberger to the Company’s Board, each to serve for a one-year term until the annual meeting of shareholders to be held in 2025 or until his or her successor is elected and qualified.

 

Nominee		Votes Cast For				Votes Withheld				Broker Non-Votes
Ronald T. Nixon			5,666,168				3,658				2,301,491
Robert A. DeSutter			5,465,075				205,251				2,301,491
Roszell Mack III			5,650,154				19,672				2,301,491
Eric D. Major			5,652,073				17,753				2,301,491
Sara N. Ortwein			5,527,499				142,327				2,301,491
Ann Beal Salamone			5,666,410				3,416				2,301,491
James W. Stuckert			5,539,570				130,256				2,301,491
Eric D. Tanzberger			5,665,887				3,939				2,301,491

 

Proposal 2: Approval of the amendment and restatement of the Company’s Certificate of Formation to provide that the number of directors constituting the Board shall be fixed from time to time pursuant to the Bylaws of the Company and to make other updates and modernizations.

 

Votes Cast For				Votes Cast Against				Abstentions				Broker Non-Votes
	5,159,463				15,092				495,271				2,301,491

 

 

Proposal 4: Approval of the Company’s 2024 Long-Term Incentive Plan.

 

Votes Cast For				Votes Cast Against				Abstentions				Broker Non-Votes
	5,519,016				150,410				400				2,301,491

 

Proposal 5: Ratification of the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes Cast For				Votes Cast Against				Abstentions
	7,029,093				501				2

 

The proposals described above were acted upon by the Company’s shareholders at the Annual Meeting and received a sufficient number of votes to be approved.

 

The Company’s Proxy Statement also included a shareholder proposal (“Proposal 3”) on the subject of the election of one director to fill a vacancy to be created from an increase in the size of the Board. As previously disclosed, the Board did not effectuate the board increase and Proposal 3 was not presented at the Annual Meeting.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Amended and Restated Certificate of Formation of Sanara MedTech Inc.
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:	June 17, 2024
		Sanara MedTech Inc.
		By:	/s/ Michael D. McNeil
		Name:	Michael D. McNeil
		Title:	Chief Financial Officer

 

 

 

Exhibit 3.1

 

AMENDED AND RESTATED

 

CERTIFICATE OF FORMATION

 

OF

 

SANARA MEDTECH INC.

 

ARTICLE ONE

 

The name of the corporation is Sanara MedTech Inc. (the “Corporation”).

 

ARTICLE TWO

 

The Corporation is a for-profit corporation.

 

ARTICLE THREE

 

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which a for-profit corporation may be incorporated under the Texas Business Organizations Code (“TBOC”). The Corporation will have perpetual existence.

 

ARTICLE FOUR

 

Authorized Capital Stock. The total number of shares of capital stock that the Corporation shall be authorized to issue is 22,000,000 shares, of which 20,000,000 shares will be Common Stock, par value $0.001 per share, and 2,000,000 shares of which will be Preferred Stock, par value $10.00 per share.

 

Preferred Stock may be issued from time to time in one or more series as may be determined from time to time by the Board of Directors. The Board of Directors is hereby authorized, subject to any prohibitions set forth in any series of Preferred Stock of the Corporation, to set the number of shares constituting each series and to fix or alter the rights, preferences, privileges and restrictions of each series, including, the preferences and relative rights among each series, dividend rights, voting rights, terms of redemption, retirement or any sinking fund, conversion and exchange rights, and the preferences upon any distribution of the assets of the Corporation in the liquidation or winding up of the Corporation. The Board of Directors is authorized to increase or decrease the number of shares of any such series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall so be decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

ARTICLE FIVE

 

No shareholder of the Corporation will, solely by reason of holding shares of any class, have any preemptive or preferential right to purchase or subscribe for any shares of the Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares or such notes, debentures, bonds or other securities would adversely affect the dividend, voting or any other rights of such shareholder. The Board of Directors may authorize the issuance of, and the Corporation may issue, shares of any class of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase any such shares, without offering any shares of any class to the existing holders of any class of stock of the Corporation.

 

ARTICLE SIX

 

Shareholders of the Corporation will not have the right of cumulative voting for the election of directors.

 

 

ARTICLE SEVEN

 

Any action that under the provisions of the TBOC would, but for this Article Seven, be required to be authorized by the affirmative vote of the holders of any specified portion of the shares of the Corporation entitled to vote will require the approval of the holders of a majority of the shares of the Corporation entitled to vote on the action.

 

ARTICLE EIGHT

 

The Corporation expressly elects not to be governed by Title 2, Chapter 21 Subchapter M of the TBOC.

 

ARTICLE NINE

 

Any action required or permitted by law, this Amended and Restated Certificate of Formation or the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

 

Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

 

ARTICLE TEN

 

The Board of Directors is expressly authorized to alter, amend or repeal the Bylaws of the Corporation or to adopt new Bylaws.

 

ARTICLE ELEVEN

 

(a) The Corporation will, to the fullest extent permitted by, and in accordance with the TBOC, as the same exists or may hereafter be amended, indemnify any and all persons who are or were serving as director or officer of the Corporation, or who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee or employee of another corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by the TBOC. Such indemnification may be provided pursuant to any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the capacity of director or officer and as to action in another capacity while holding such office, will continue as to a person who has ceased to be a director or officer and inure to the benefit of the heirs, executors and administrators of such a person.

 

(b) If a claim under paragraph (a) of this Article is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant will be entitled to be paid also the expense of prosecuting such claim. It will be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the laws of the State of Texas for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the laws of the State of Texas nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

 

ARTICLE TWELVE

 

To the fullest extent permitted by the laws of the State of Texas as the same exist or may hereafter be amended, a director of the Corporation will not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director. Any repeal or modification of this Article will not increase the personal liability of any director of the Corporation for any act or occurrence taking place before such repeal or modification, or adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions of this Article shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director that has not been eliminated by the provisions of this Article.

 

ARTICLE THIRTEEN

 

Reserved.

 

ARTICLE FOURTEEN

 

The street address of the Corporation’s current registered office is 1200 Summit Avenue, Suite 414, Fort Worth, Texas 76102, and the name of its registered agent at that address is Michael D. McNeil.

 

ARTICLE FIFTEEN

 

The number of directors constituting the Board of Directors shall be fixed from time to time pursuant to the Bylaws of the Corporation; provided, however, that no decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

 

ARTICLE SIXTEEN

 

The terms and conditions of any rights, options and warrants approved by the Board of Directors may provide that any of all of such terms and conditions may be waived or amended only with the consent of the holders of a designated percentage of a designated class or classes of capital stock of the Corporation (or a designated group or groups of holders within such class or classes, including but not limited disinterested holders), and the applicable terms and conditions of any such rights, options or warrants so conditioned may not be waived or amended absent such consent.

 

*****

 

 

v3.24.1.1.u2

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39678
Entity Registrant Name	SANARA MEDTECH INC.
Entity Central Index Key	0000714256
Entity Tax Identification Number	59-2219994
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	1200 Summit Avenue
Entity Address, Address Line Two	Suite 414
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76102
City Area Code	(817)
Local Phone Number	529-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SMTI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---