SUPPLEMENT
TO THE PROXY STATEMENT FOR THE
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 1, 2023
Unless
the context otherwise requires, references in this proxy statement supplement 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.
The
following information supplements and amends the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) that
was filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 21, 2023 and furnished to the Company’s
shareholders in connection with the solicitation of proxies by the Company’s Board of Directors for the Company’s 2023 annual
meeting of shareholders (the “Annual Meeting”) and any postponement(s) or adjournment(s) thereof. This supplement
to the Proxy Statement (this “Supplement”) is being filed with the SEC and being made available to shareholders on or about
April 28, 2023. All capitalized terms not otherwise defined herein shall have the respective meanings as set forth in the Proxy
Statement.
The
Company is providing this Supplement solely to clarify the number of shares of common stock issued, outstanding and entitled to vote
as of the Record Date, which appears on pages 3 and 19 of the Proxy Statement. In the Proxy Statement, the Company reported that there
were 8,387,027 shares of the Company’s common stock issued and outstanding as of the Record Date, which included 94,798 shares
of common stock that are deemed issued and outstanding under generally accepted accounting principles in the United States. The
number of shares of common stock issued, outstanding and entitled to vote as of the Record Date is 8,292,229 (which does not include
the 94,798 shares of common stock issuable as consideration following the satisfaction of certain indemnification obligations pursuant
to the Membership Interest Purchase Agreement, dated July 1, 2022, by and among the Company, Scendia Biologics, LLC and Ryan Phillips).
The
information in this Supplement is in addition to the information provided by the Proxy Statement, and except for the changes herein,
this Supplement does not modify any other information set forth in the Proxy Statement. THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL
INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the Annual Meeting, we previously filed our Proxy Statement with the SEC and made available our Proxy Statement, proxy
card and documents incorporated by reference to our shareholders on April 21, 2023. Before making any voting decision, you are urged
to read the Proxy Statement, including the documents incorporated by reference, and all related proxy materials carefully. Copies of
this Supplement, the Proxy Statement, the Company’s official notice of Annual Meeting of Shareholders and the Company’s 2022
Annual Report, the documents incorporated by reference and all other proxy materials are available at http://onlineproxyvote.com/SMTI/.
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual,
quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet website at www.sec.gov
that contains periodic and current reports, proxy and information statements and other information regarding registrants that are filed
electronically with the SEC. These documents are also available, free of charge, through the Investor Relations section of our website,
which is located at www.sanaramedtech.com.
If
you have already submitted a proxy and do not wish to change your vote, no further action is required. If you have submitted a proxy
and wish to change your vote, you may revoke your proxy and change your vote as described under “Can I change my vote?”
on page 6 of the Proxy Statement.