Attached files
| file | filename |
|---|---|
| EX-99.1 - ADDITIONAL EXHIBITS - 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): December 18,
2020
SANARA MEDTECH INC.
(Exact name of registrant as specified in its charter)
|
Texas
|
000-11808
|
59-2219994
|
|
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(I.R.S. Employer
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
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))
Securities registered pursuant 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 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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
December 18, 2020, the Board of Directors (the “Board”)
of Sanara MedTech Inc. (the “Company”) increased the
size of the Board from six directors to seven directors, and
appointed Sara Ortwein as a director of the Company to fill the
newly created vacancy, effective December 18, 2020.
Ms.
Ortwein retired from ExxonMobil in March 2019, after a
thirty-eight-year career. Prior to retiring, she was president of
XTO Energy, a subsidiary of ExxonMobil, from November 2016 through
February 2019 and was responsible for ExxonMobil’s
unconventional oil and gas business. Ms. Ortwein also served in
various roles including president of ExxonMobil Upstream Research
Company, senior manager within ExxonMobil’s U.S. production
operations, and corporate upstream advisor to senior management at
ExxonMobil’s headquarters in Irving, Texas. Ms. Ortwein
earned a Bachelor of Science degree in civil engineering at the
University of Texas at Austin before joining Exxon Company, U.S.A.
in 1980. The Company believes the addition of Ms. Ortwein to its
Board represents an important step in the Company’s growth
plans.
Ms.
Ortwein has not yet been appointed to any of the Board's
committees. Ms. Ortwein will
be entitled to participate in the Company’s compensation
policy for non-employee directors, which the Board currently
expects will consist of annual grants of restricted stock having
annual vesting restrictions based on compensation generally valued
at $60,000 per year.
Item
7.01 Regulation FD Disclosure.
On
December 23, 2020, the Company issued a press release announcing
the appointment of Ms. Ortwein to the Board. A copy of the press
release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
The
information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities under that Section.
Further, the information in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed to be
incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended. Item 7.01 of this Current
Report on Form 8-K will not be deemed an admission as to the
materiality of any information in this Current Report on Form 8-K
that is required to be disclosed solely by Regulation
FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
|
Exhibit No.
|
Description
|
| Press Release issued December 23, 2020 (furnished pursuant to Item 7.01). |
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.
|
|
Sanara
MedTech Inc.
|
|
|
|
|
|
|
|
|
Date:
December 23, 2020
|
By:
|
/s/ Michael D.
McNeil
|
|
|
|
|
Name: Michael D.
McNeil
|
|
|
|
|
Title:
Chief
Financial Officer
|
|