Sanara MedTech Inc.

8-K · form8-k.htm

0000714256

 2026-06-04
 2026-06-04

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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 4, 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
 5.07 Submission
 of Matters to a Vote of Security Holders.

  

 On
June 4, 2026, Sanara MedTech Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).
A total of 6,701,593 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 (the “SEC”)
on April 17, 2026, as supplemented on such date.

  

 Proposal
1 : Election of (i) Seth D. Yon, (ii) Ronald T. Nixon, (iii) Robert A. DeSutter, (iv) Roszell Mack III, (v) Eric D. Major,
(vi) Keith G. Myers, (vii) Sara N. Ortwein, (viii) Ann Beal Salamone and (ix) Eric D. Tanzberger to the Board of Directors of the Company,
each to serve for a one-year term until the annual meeting of shareholders to be held in 2027 and until his or her successor is elected
and qualified.

  

 Nominee
  
 Votes
 Cast For
  
 Votes
 Withheld
  
 Broker
 Non-Votes

 Seth
 D. Yon
  
 5,390,547
  
 14,240
  
 1,296,806

 Ronald
 T. Nixon
  
 5,150,750
  
 254,037
  
 1,296,806

 Robert
 A. DeSutter
  
 5,076,342
  
 328,445
  
 1,296,806

 Roszell
 Mack III
  
 5,140,501
  
 264,286
  
 1,296,806

 Eric
 D. Major
  
 5,140,475
  
 264,312
  
 1,296,806

 Keith
 G. Myers
  
 5,295,749
  
 109,038
  
 1,296,806

 Sara
 N. Ortwein
  
 5,152,483
  
 252,304
  
 1,296,806

 Ann
 Beal Salamone
  
 5,133,487
  
 271,300
  
 1,296,806

 Eric
 D. Tanzberger
  
 5,139,360
  
 265,427
  
 1,296,806

  

 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, 2026.

  

 Votes
 Cast For
  
 Votes
 Cast Against
  
 Abstentions

 6,696,035
  
 2,198
  
 3,360

  

 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

 5,280,546

  
 57,530

  
 66,711

  
 1,296,806

  

 Proposal
4 : Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation.

  

 One
 Year
  
 Two
 Years
  
 Three
 Years
  
 Abstentions
  
 Broker
 Non-Votes

 991,414

  
 51,146

  
 4,296,133

  
 66,094

  
 1,296,806

  

 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.

  

 Based
on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future
advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect
until the next shareholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s
annual meeting of shareholders to be held in 2029.

  

  

  

  

 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
 9, 2026
  
  

  
  
  
  

  
  
 Sanara
 MedTech Inc .

  
  
  
  

  
  
 By:
 /s/
 Elizabeth B. Taylor

  
  
 Name:
 Elizabeth
 B. Taylor

  
  
 Title:
 Chief
 Financial Officer