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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\nExchange Act of 1934

Date of Report (Date of earliest event reported):\nOctober 15, 2026

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Texas		001-39678		59-2219994
(State or other jurisdiction \nof incorporation)		(Commission File Number)		(I.R.S. Employer \nIdentification No.)

1200 Summit Avenue, Suite 414

Fort Worth, Texas 76102

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including\narea code: (817) 529-2300

Check the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.\nbelow):

\n\n

☒

Written communications pursuant\nto Rule 425 under the Securities Act (17 CFR 230.425)

\n\n

☐

Soliciting material pursuant\nto Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

\n\n

☐

Pre-commencement communications\npursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\n\n

☐

Pre-commencement communications\npursuant 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:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.001 Par Value		SMTI		The Nasdaq Capital Market

Indicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item\n8.01 Other Events.

As\npreviously announced, Sanara MedTech Inc., a Texas corporation (the “Company” or “Sanara”), entered into an Agreement\nand Plan of Merger (the “Merger Agreement”) with MiMedx Group, Inc., a Florida corporation (“MiMedx”), and Mustang\nMerger Sub, Inc., a wholly-owned subsidiary of MiMedx (“Merger Subsidiary”), pursuant to which, among other things and subject\nto the terms and conditions of the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”),\nwith the Company surviving the Merger as a wholly-owned subsidiary of MiMedx.

On\nOctober 15, 2026, the Company and MiMedx each received a request for additional information and documentary materials (a “Second\nRequest”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. The\neffect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended\n(the “HSR Act”), until 30 days after the parties have substantially complied with the Second Request, unless that period\nis extended voluntarily by the parties or terminated earlier by the FTC.

Completion\nof the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver\nof the other closing conditions specified in the Merger Agreement. The Company continues to work constructively with the FTC in its review\nof the Merger.

Cautionary\nStatement Regarding Forward-Looking Statements

This\nCurrent Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws made pursuant\nto the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between\nSanara and MiMedx, which involve substantial risks and uncertainties. Such statements may contain words such as “expect,”\n“anticipate,” “will,” “should,” “believe,” “intend,” “plan,”\n“estimate,” “predict,” “seek,” “continue,” “outlook,” “may,”\n“might,” “should,” “can have,” “have,” “likely,” “potential,”\n“target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and\nrelate in this presentation, without limitation, to statements, beliefs, projections and expectations about future events. Such statements\nare based on Sanara’s expectations, intentions and projections regarding Sanara’s future performance, anticipated events\nor trends and other matters that are not historical facts. Such forward looking statements include statements relating to, among other\nthings, Sanara’s expectations with respect to the (i) timing for completion of the Merger, (ii) results, benefits and synergies\nof the Merger, (iii) future financial performance and condition, including estimated combined surgical revenue and Adjusted EBITDA margin,\nand (iv) benefits of the Merger to the Sanara and MiMedx shareholders. These statements are not guarantees of future performance and\nare subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those\nexpressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other\nrisks that may affect Sanara’s future performance, including the impacts of inflationary pressures and other macroeconomic factors\non Sanara’s business, markets, supply chain, customers and workforce, on the credit and financial markets, and on the global economy\ngenerally; (ii) the future market for Sanara’s products can depend on regulatory approval of such products, which might not occur\nat all or when expected, and is based in part on assumptions regarding the number of patients who elect less acute and more acute treatment\nthan Sanara’s products, market acceptance of Sanara’s products, and adequate reimbursement for such therapies; (iii) failure\nto realize the anticipated benefits of the Merger; (iv) failure to realize expected benefits from Sanara’s other business strategies;\n(v) the risk that a condition to closing may not be satisfied, that applicable regulatory approval may not be obtained, that either party\nmay terminate the Merger Agreement or that the closing might be delayed or not occur at all; (vi) potential adverse reactions or changes\nto business or employee relationships; (vii) adverse developments in the credit markets which could impact Sanara’s ability to\nsecure financing in the future; (viii) the process of obtaining regulatory clearances or approvals to market a biological product or\nmedical device from the Food and Drug Administration or similar regulatory authorities outside of the U.S. is costly and time consuming,\nand such clearances or approvals may not be granted on a timely basis, or at all, and the ability to obtain the rights to market additional,\nsuitable products depends on negotiations with third parties which may not be forthcoming; (ix) future sales are uncertain and are affected\nby competition, access to customers, patient access to hospitals and healthcare providers, the reimbursement environment and many other\nfactors; (x) changes in applicable laws or regulations, including environmental, health and safety regulations; (xi) the possibility\nthat Sanara may be adversely affected by other economic, business, and/or competitive factors; (xii) market and economic conditions,\nor Sanara’s financial performance; (xiii) geopolitical risks; and (xiv) other risks and uncertainties, including those discussed\nin Sanara’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with Securities and Exchange Commission\n(the “SEC”) on March 24, 2026 under the heading “Risk Factors” and those discussed in Sanara’s Quarterly\nReport on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 11, 2026 under the heading “Risk Factors.”\nGiven these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information\nconcerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the reports\nfiled by Sanara with the SEC. Forward-looking statements included in this report speak only as of the date hereof and, except as required\nby applicable law, Sanara does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a\nresult of new information, future events or circumstances, after the date of this report.

Important\nInformation and Where to Find It

In\nconnection with the proposed transaction, MiMedx filed with the SEC a registration statement on Form S-4 that includes a proxy statement\nof Sanara and that also constitutes a prospectus of MiMedx. Each of Sanara and MiMedx may also file other relevant documents with the\nSEC regarding the proposed transaction. This communication is not a substitute for the prospectus or registration statement or any other\ndocument that Sanara or MiMedx may file with the SEC. The final prospectus has been mailed to stockholders of Sanara. INVESTORS AND SECURITY\nHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS\nWELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY\nCONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free\ncopies of the registration statement and prospectus) and other documents containing important information about Sanara, MiMedx and the\nproposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies\nof the documents filed with the SEC by Sanara will be available free of charge at the Investors Relations section of Sanara’s website\nat https://ir.sanaramedtech.com/. Copies will also be available at no charge on MiMedx’s website at https://investors.mimedx.com/.

No\nOffer or Solicitation

This\ncommunication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation\nof any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of\nsecurities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under\nthe securities laws of such jurisdiction.

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	SANARA MEDTECH INC.

Date: October 16, 2026	By:	/s/ Elizabeth Taylor
		Elizabeth Taylor \n Chief Financial Officer

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