Attached files
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| EX-99.1 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex991.htm |
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): February 7,
2020
SANARA MEDTECH INC.
(Exact name of registrant as specified in its
charter)
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Texas
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000-11808
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59-2219994
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1200 Summit Avenue, Suite 414
Fort Worth, Texas
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76102
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(Address of principal executive offices)
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(zip code)
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Registrant’s telephone number, including area code:
(817)-529-2300
Securities
registered pursuant to Section 12(b) of the Act: None
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:
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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
checkmark 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
5.01 Changes in Control of Registrant
On
February 7, 2020, The Catalyst Group, Inc., through its affiliates
(collectively, “Catalyst”), converted its entire
holdings of Sanara MedTech Inc.’s (“Sanara” or
the “Company”) 30-month $1,500,000 convertible
promissory note and Series F Convertible Preferred Stock into
shares of Sanara Common Stock. The Company issued an aggregate of
2,452,731 shares of Common Stock in the conversions. After the
conversions, Catalyst controls the voting of a total of 3,416,587
shares of Common Stock, which represents 56.7% of the 6,023,732
shares of Common Stock currently outstanding. A copy of the
Company’s press release, dated February 10, 2020, announcing
the conversions is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
Catalyst’s
managing partner, Ronald Nixon who is executive chairman of the
Company’s Board of Directors, is the only Catalyst
appointment to the Company’s Board. Catalyst has informed the
Company that it does not presently intend to change the composition
of the Board other than in the course of adding additional
value-added Board members, and notes that the current direction of
the Company was developed by the existing management and Board of
Directors. The Company understands that Catalyst believes that its
objectives for the Company are in line with the plans and future
direction for the Company being put in place by the Company’s
management.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
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Exhibit No.
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Description
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Press
Release issued February 10, 2020, filed herewith.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Sanara
MedTech Inc.
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Date: February 13,
2020
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By:
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/s/
Michael D.
McNeil
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Name: Michael D.
McNeil
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Title:
Chief
Financial Officer
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