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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 Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 1, 2023

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 1, 2023, Sanara MedTech Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,365,228 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 Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2023, as supplemented on April 28, 2023.

 

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 of Directors, each to serve for a one-year term until the annual meeting of shareholders to be held in 2024 or until his or her successor is elected and qualified.

 

Nominee   Votes Cast For   Votes Withheld   Broker Non-Votes
Ronald T. Nixon   5,547,819   0   1,817,409
             
Robert A. DeSutter   5,512,123   60,898   1,792,207
             
Roszell Mack III   5,556,796   16,225   1,792,207
             
Eric D. Major   5,556,796   16,225   1,792,207
             
Sara N. Ortwein   5,556,621   16,400   1,792,207
             
Ann Beal Salamone   5,555,763   17,258   1,792,207
             
James W. Stuckert   5,564,051   8,970   1,792,207
             
Eric D. Tanzberger   5,556,821   16,200   1,792,207

 

Proposal 2: 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, 2023.

 

Votes Cast For   Votes Cast Against   Abstentions
6,140,532   0   0

 

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

Votes Cast For   Votes Cast Against   Abstentions   Broker Non-Votes
5,548,532   24,489   888   1,791,319

 

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.

 

 

 

 

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 6, 2023    
       
    Sanara MedTech Inc.
       
    By: /s/ Michael D. McNeil
    Name: Michael D. McNeil
    Title: Chief Financial Officer

 

 

 

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