Sanara MedTech Inc.

8-K · form8-k.htm

0000714256

 2026-06-02
 2026-06-02

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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 2, 2026

  

 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
1.02 Termination of a Material Definitive Agreement.

  

 As
previously disclosed, on March 20, 2023, Sanara MedTech Inc. (the “Company”) entered into a Transaction Advisory Services
Agreement (the “Services Agreement”) with The Catalyst Group, Inc., a Texas corporation (“Catalyst”), effective
as of March 1, 2023. Pursuant to the Services Agreement, Catalyst agreed to perform certain transaction advisory, business and organizational
strategy, finance, marketing, operational and strategic planning, relationship access and corporate development services for the Company
in connection with any merger, acquisition, recapitalization, divestiture, financing, refinancing, or other similar transaction in which
the Company may have been, or may have considered becoming, involved, and any such additional services as mutually agreed upon in writing
by and between the Company and Catalyst. As previously disclosed, the Company’s Chairman, Ronald T. Nixon, is the founder
and managing partner of Catalyst, and Catalyst and its affiliates collectively beneficially own more than 5% of the Company’s outstanding
common stock.

  

 On
June 2, 2026, in connection with the Company’s shift in strategy to focus on soft tissue repair and bone fusion products for the
surgical market, the Company entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) with Catalyst,
pursuant to which the parties agreed to terminate the Services Agreement, effective immediately. Pursuant to the Mutual Termination Agreement,
certain covenants contained in the Services Agreement, including those relating to indemnification and confidentiality, will remain in
full force and effect in accordance with the terms of the Services Agreement. The Company did not pay a fee or penalty in connection
with the termination of the Services Agreement.

  

  

  

  

 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 4, 2026

  

  
 Sanara
 MedTech Inc .

  
  
  

  
 By:
 /s/
 Elizabeth B. Taylor

  
 Name: 
 Elizabeth
 B. Taylor

  
 Title:
 Chief
 Financial Officer