Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex993.htm |
| EX-99.2 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex992.htm |
| EX-99.1 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex991.htm |
| EX-5.1 - OPINION ON LEGALITY - Sanara MedTech Inc. | smti_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Sanara MedTech Inc. | smti_ex11.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 12, 2021
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SANARA MEDTECH INC.
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(Exact
name of registrant as specified in its charter)
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Texas
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001-39678
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59-2219994
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(State
or other jurisdiction of
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(Commission File
Number)
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(IRS
Employer
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incorporation)
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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
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common
Stock, $0.001 par value
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SMTI
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The
Nasdaq Capital Market
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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
1.01
Entry
into a Material Definitive Agreement.
On
February 12, 2021, Sanara MedTech Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting
Agreement”) with Cantor Fitzgerald & Co. as
representative of the several underwriters named therein
(collectively, the “Underwriters”), pursuant to which
the Company agreed to issue and sell an aggregate of 1,100,000
shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), to the Underwriters at a
price to the public of $25.00 per share, less underwriting
discounts and commissions (the “Offering”). Pursuant to
the Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 165,000 shares of
Common Stock at the public offering price, less underwriting
discounts and commissions, which the Underwriters exercised in
full. The Offering, including the 165,000 additional shares of
Common Stock, closed on February 17, 2021.
The net
proceeds to the Company from the Offering are approximately $28.8
million, after (i) giving effect to the Underwriter’s full
exercise of its option to purchase additional shares of Common
Stock, and (ii) deducting the underwriting discounts and
commissions and estimated offering expenses payable by the Company.
The Company intends to use the net proceeds to expand its
salesforce and for further development of its products, services
and technologies pipeline, clinical studies and general corporate
purposes, including working capital.
The
Underwriting Agreement contains customary representations,
warranties, and covenants of the Company and also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary contribution
provisions in respect of those liabilities.
The
Offering was made pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-251652), filed
with the Securities and Exchange Commission (the “SEC”)
on December 23, 2020, including a prospectus contained therein
dated as of January 4, 2021, as supplemented by a prospectus
supplement, dated February 12, 2021.
The
foregoing description of the Underwriting Agreement is qualified in
its entirety by reference to the Underwriting Agreement, a copy of
which is attached hereto as Exhibit 1.1 and incorporated herein by
reference.
A copy
of the opinion of Haynes and Boone, LLP relating to the validity of
the shares of Common Stock issued in the Offering is filed herewith
as Exhibit 5.1.
Item
7.01
Regulation
FD Disclosure.
On
February 11, 2021, the Company issued a press release announcing
the Offering. A copy of such press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
On
February 12, 2021, the Company issued a press release announcing
the pricing of the Offering. A copy of such press release is
attached as Exhibit 99.2 hereto and is incorporated herein by
reference.
On
February 17, 2021, the Company issued a press release announcing
the closing of the Offering. A copy of such press release is
attached as Exhibit 99.3 hereto and is incorporated herein by
reference.
The
information in Item 7.01 of this Current Report on Form 8-K,
including Exhibits 99.1, 99.2 and 99.3, 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 Exhibits 99.1, 99.2 and 99.3,
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
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Exhibit No.
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Description
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Underwriting
Agreement, dated February 12, 2021, by and between Sanara MedTech
Inc. and Cantor Fitzgerald & Co.
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Opinion
of Haynes and Boone, LLP.
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Consent
of Haynes and Boone, LLP (contained in Exhibit 5.1).
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Press
release issued February 11, 2021 (furnished pursuant to Item
7.01).
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Press
release issued February 12, 2021 (furnished pursuant to Item
7.01).
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Press
release issued February 17, 2021 (furnished pursuant to Item
7.01).
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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.
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Date:
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February 17, 2021
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Sanara MedTech Inc.
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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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