Sanara MedTech Inc.
For the period ended Dec 31, 2025. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 17, 2026
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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
SANARA MEDTECH INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 17, 2026
Dear Shareholder,
You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Sanara MedTech Inc., a Texas corporation (the “Company”). The Annual Meeting will be held on Thursday, June 4, 2026 at 10:00 a.m. Central Time. In order to facilitate shareholder attendance and participation, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting.
If you are a shareholder of record, in order to attend our Annual Meeting virtually via the Internet, you must log in towww.virtualshareholdermeeting.com/SMTI2026using the 16-digit control number on the Notice Regarding the Availability of Proxy Materials or the proxy card that accompanied these proxy materials. Enclosed are the Notice of Annual Meeting of Shareholders and the Proxy Statement, which describe the business that will be acted upon at the Annual Meeting, as well as our 2025 Annual Report, which includes our audited financial statements, and your proxy card, which contains instructions for how to vote.
As an alternative to voting online during the Annual Meeting, you may vote in advance of the Annual Meeting, via the Internet, or telephone, or by signing, dating and returning the enclosed proxy card. Whether or not you expect to attend the virtual Annual Meeting, please read the enclosed Proxy Statement carefully, and then vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting.
If your shares are held in the name of a broker, bank or other nominee, and you receive these materials through such nominee, please complete and return the materials in accordance with the instructions provided to you by such broker, bank or other nominee, or contact your nominee directly in order to obtain a proxy issued to you by your nominee holder to attend the virtual Annual Meeting and vote your shares. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting. Only shareholders who held shares at the close of business on the record date, April 8, 2026, may vote at the Annual Meeting.
Your vote is very important, regardless of the number of shares of our voting securities that you own. On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Annual Meeting virtually. Thank you for your support of our company. I look forward to your virtual participation at the Annual Meeting.
Sincerely,
/s/ Seth D. Yon
Seth D. Yon
President and Chief Executive Officer
SANARA MEDTECH INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2026
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Sanara MedTech Inc., a Texas corporation (the “Company”), will be held electronically as a virtual meeting on June 4, 2026 at 10:00 a.m. Central Time, to be conducted in a virtual format only via live audio webcast.
In order to attend our Annual Meeting virtually via the Internet, you must log in towww.virtualshareholdermeeting.com/SMTI2026 using the 16-digit control number on the Notice Regarding the Availability of Proxy Materials, the proxy card or the voting instruction form that accompanied these proxy materials. There is no physical location for the Annual Meeting.
At the Annual Meeting, shareholders will consider and act on the following items:
| (1) | the election of nine directors to serve on the Board of Directors, each to serve a term expiring at our 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified; |
| (2) | the 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, 2026; |
| (3) | the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Proxy Statement; and |
| (4) | the approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation. |
Shareholders will also transact such other business that may properly come before the Annual Meeting or any postponement(s) or adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 8, 2026 as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our common stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered shareholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during regular business hours for at least ten (10) calendar days prior to the Annual Meeting. If you would like to review the list, please contact our Investor Relations department by emailingIR@sanaramedtech.com.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your shares are registered in your name, even if you plan to virtually attend the Annual Meeting or any postponement(s) or adjournment(s) of the Annual Meeting, please vote in advance of the Annual Meeting by following the instructions on the Notice Regarding the Availability of Proxy Materials or your proxy card, as applicable, in order to ensure that your shares will be represented at the Annual Meeting.
If your shares are held in the name of a broker, bank or other nominee, and you receive these materials through such nominee, please complete and return the materials in accordance with the instructions provided to you by such broker, bank or other nominee or contact your nominee directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting virtually and vote during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 4, 2026:
As permitted by the “Notice and Access” rules of the Securities and Exchange Commission, we are making this notice and the accompanying Proxy Statement, proxy card and 2025 Annual Report available to shareholders electronically via the Internet at the following website:www.proxyvote.com.
By Order of the Board of Directors,
/s/ Seth D. Yon
Seth D. Yon
President and Chief Executive Officer
April 17, 2026
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| ABOUT THE ANNUAL MEETING | 2 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | 10 | |
| Directors and Director Nominees | 10 | |
| Arrangements and Family Relationships | 12 | |
| Vote Required and Board Recommendation | 12 | |
| CORPORATE GOVERNANCE | 13 | |
| Code of Conduct | 13 | |
| Board Composition | 13 | |
| Director Independence | 13 | |
| Board Committees, Meetings and Attendance | 14 | |
| Director Nominations | 16 | |
| Board Leadership Structure | 17 | |
| Risk Management | 17 | |
| Shareholder Communications with Directors | 18 | |
| Involvement in Certain Legal Proceedings | 18 | |
| Insider Trading Policy; Prohibition on Hedges and Pledges | 18 | |
| Delinquent Section 16(a) Reports | 19 | |
| DIRECTOR COMPENSATION | 19 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 23 | |
| EXECUTIVE COMPENSATION | 25 | |
| Executive Officers | 25 | |
| Executive Compensation Overview | 25 | |
| Summary Compensation Table | 26 | |
| Narrative Disclosure to Summary Compensation Table | 27 | |
| Other Compensation | 29 | |
| Employment Agreements and Severance Arrangements | 29 | |
| Equity Compensation Plan Information | 31 | |
| Change of Control | 32 | |
| Equity Award Timing Policy | 32 | |
| Outstanding Equity Awards at Fiscal Year-End | 33 | |
| Pay Versus Performance | 33 | |
| Analysis of the Information Presented in the Pay Versus Performance Table | 34 | |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 36 | |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 37 | |
| PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 38 | |
| AUDIT COMMITTEE MATTERS | 39 | |
| Audit Committee Report | 39 | |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 40 | |
| Fees Paid to Independent Registered Public Accounting Firm | 40 | |
| Pre-Approval Policies and Procedures | 40 | |
| OTHER BUSINESS | 40 | |
| SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS | 41 | |
SANARA MEDTECH INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 4, 2026
Unless the context otherwise requires, references in this proxy statement (this “Proxy Statement”) to “Sanara MedTech,” “Sanara,” the “Company,” “we,” “us,” or “our” refer to Sanara MedTech Inc., a Texas corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of our common stock, par value $0.001 per share.
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Sanara MedTech Inc. to be voted at the 2026 annual meeting of shareholders of the Company (the “Annual Meeting”) to be held on June 4, 2026, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and at any postponement(s) or adjournment(s) of the Annual Meeting. The Notice Regarding the Availability of Proxy Materials, or this Proxy Statement and the accompanying proxy card, Notice of Annual Meeting of Shareholders and Annual Report for the year ended December 31, 2025 (the “Annual Report”) are expected to be first sent or given to shareholders on or about April 17, 2026.
The executive offices of the Company are located at, and the mailing address of the Company is, 1200 Summit Ave, Suite 414, Fort Worth, Texas 76102.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.