Skip to main content

Sanara MedTech Inc.

For the period ended Dec 31, 2024. Filed Apr 21, 2025.

View on SEC.gov

About this filing

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, 2024 · Filed Apr 21, 2025

SMTI$31.55-0.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

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

(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 21, 2025

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, May 22, 2025 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.

In you are a shareholder of record, in order to attend our Annual Meeting virtually via the Internet, you must log in towww.virtualshareholdermeeting.com/SMTI2025using the 16-digit control number on 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 2024 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 11, 2025, 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/ Ronald T. Nixon

Ronald T. Nixon

Executive Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 22, 2025

NOTICE IS HEREBY GIVEN that the 2025 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 May 22, 2025, 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/SMTI2025 using the 16-digit control number on the proxy card or 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 eight directors to serve on the Board of Directors, each to serve a term expiring at our 2026 annual meeting of shareholders and until his or her successor has been duly elected and qualified; and
(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, 2025.

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 11, 2025 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 via the Internet, telephone or by completing, dating and signing the proxy card and returning it promptly in the enclosed prepaid envelope, in order to ensure that your shares will be represented at the Annual Meeting. The enclosed Proxy Statement and proxy card each contain detailed voting instructions for voting your shares by Internet, telephone or by mail.

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 MAY 22, 2025:

In addition to delivering paper copies of these proxy materials to you by mail, this notice and the accompanying Proxy Statement, form of proxy and 2024 Annual Report are available to shareholders electronically via the Internet at the following website:www.proxyvote.com.

By Order of the Board of Directors,

/s/ Ronald T. Nixon

Ronald T. Nixon

Executive Chairman and Chief Executive Officer

April 21, 2025

TABLE OF CONTENTS****

Page
ABOUT THE ANNUAL MEETING2
PROPOSAL 1: ELECTION OF DIRECTORS8
Directors and Director Nominees8
Family Relationships10
Vote Required and Board Recommendation10
CORPORATE GOVERNANCE11
Code of Conduct11
Board Composition11
Director Independence11
Board Committees, Meetings and Attendance12
Director Nominations14
Board Leadership Structure15
Risk Management15
Shareholder Communications with Directors15
Involvement in Certain Legal Proceedings16
Insider Trading Policy; Prohibition on Hedges and Pledges16
DIRECTOR COMPENSATION17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS21
EXECUTIVE COMPENSATION23
Executive Officers23
Executive Compensation Overview24
Summary Compensation Table25
Narrative Disclosure to Summary Compensation Table25
Other Compensation27
Employment Agreements27
Equity Compensation Plan Information30
Change of Control31
Outstanding Equity Awards at Fiscal Year-End32
Pay Versus Performance32
Analysis of the Information Presented in the Pay Versus Performance Table33
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM36
AUDIT COMMITTEE MATTERS37
Audit Committee Report37
PRINCIPAL ACCOUNTANT FEES AND SERVICES38
Fees to Independent Registered Public Accounting Firm38
Pre-Approval Policies and Procedures38
OTHER BUSINESS38
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS38

i

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 22, 2025

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 2025 annual meeting of shareholders of the Company (the “Annual Meeting”) to be held on May 22, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the “Notice”) and at any postponement(s) or adjournment(s) of the Annual Meeting. This Proxy Statement and the accompanying proxy card, Notice and Annual Report for the year ended December 31, 2024 (the “Annual Report”) are expected to be first sent or given to shareholders on or about April 21, 2025.

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.