# MIMEDX GROUP, INC. (MDXG) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_d9518d2d070d950177a3 · retrieved 2026-08-11T16:11:25.344Z

## Overview
MiMedx Group Inc. is a regenerative medicine company that develops and commercializes surgical and wound care products, including amniotic tissue allografts (AMNIOFIX, AMNIOEFFECT), particulate products, and newly licensed surgical products; the company is expanding its surgical franchise while managing disruptions in its wound care business from Medicare reimbursement changes.

MiMedx Group Inc. has reached a definitive agreement to acquire all outstanding shares of Sanara MedTech Inc. for $35 per share in an all-cash transaction. The acquisition is expected to close by year-end 2026. Post-closing, the combined company is projected to generate 2027 revenue well in excess of $400 million with adjusted EBITDA margins exceeding 20%, supported by at least $20 million in annualized cost synergies. Sanara's portfolio includes CellerateRX (approximately $80 million in LTM revenue), BIASURGE irrigation solution, and the OsStic synthetic injectable bone bio-adhesive product (expected FDA approval in Q1 2027). MiMedx has secured $300 million in committed financing from Hayfin Capital Management via a six-year term loan at SOFR plus 6.25%.

## Terms
- Counterparty: Sanara MedTech Inc. · Deal value: $350.0M · Consideration: cash · Premium: 46.0% · Stake: 100% · Price/share: $35

## Key dates
- Announced 2026-07-29 · Expiry 2027-07-29 · Expected close 2026-12-31

## Timeline
- 2026-07-29 · 425 (0001376339-26-000073): 425 - MIMEDX GROUP, INC. — *Sanara MedTech Inc. is an orthopedic, prosthetic and surgical appliances and supplies company based in Fort Worth, Texas.* MiMedx Group, Inc. entered into an Agreement and Plan of Merger with Sanara MedTech Inc. on July 29, 2026, whereby Sanara will merge into MiMedx's wholly-owned subsidiary, with Sanara surviving as a subsidiary of MiMedx. Each outstanding share of Sanara common stock will be converted into $33.00 in cash and 0.4735 shares of MiMedx common stock (valued at $2.00 per share based on the five-day average closing price prior to July 29, 2026). The transaction is subject to customary closing conditions including Sanara stockholder approval, HSR clearance, and SEC registration of the MiMedx shares. MiMedx has secured a debt commitment letter from Hayfin Capital Management LLP for $300.0 million in first lien senior secured term loan financing. Specified Sanara stockholders holding approximately 38.9% of voting power have agreed to vote in favor of the merger. The merger is expected to close by July 29, 2027, with an option to extend to January 29, 2028 if antitrust approvals are pending. Sanara may terminate to accept a Superior Proposal subject to a $22,540,785 termination fee, and MiMedx may be required to pay a $9,660,336 termination fee if it fails to consummate.
  https://www.sec.gov/Archives/edgar/data/1376339/0001376339-26-000073.txt
- 2026-07-29 · 8-K (0001376339-26-000074): 8-K - MIMEDX GROUP, INC. — *MiMedx Group, Inc. is a pioneer and leader in advanced wound care and surgical solutions, offering a portfolio of placental-derived products including AMNIOFIX and AMNIOEFFECT for wound and surgical applications, with a focus on expanding its surgical footprint.* MiMedx Group, Inc. announced a definitive agreement to acquire all outstanding shares of Sanara MedTech Inc. (Nasdaq: SMTI) in a mixed cash-and-stock transaction. Sanara shareholders will receive $33.00 per share in cash plus 0.4735 shares of MIMEDX common stock (valued at $2.00 per share based on MIMEDX's average closing price of $4.22 over the five trading days through July 28, 2026), for a total consideration of $35 per Sanara share. The transaction has an enterprise value of approximately $350 million and represents a 46% premium to Sanara's 30-day volume-weighted average share price as of July 28, 2026. MIMEDX will finance the cash portion through a combination of cash on hand and a new $300 million senior secured term loan from Hayfin Capital Management, LLP. The transaction has been unanimously approved by both boards and is expected to close by year-end 2026, subject to Sanara shareholder approval and customary regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1376339/0001376339-26-000074.txt
- 2026-07-29 · 425 (0001376339-26-000078): 425 - MIMEDX GROUP, INC. — *MiMedx Group, Inc. is a pioneer and leader in advanced wound care and surgical solutions, offering a portfolio of placental tissue-derived products including AMNIOFIX®, AMNIOEFFECT®, and EPIFIX® for wound care, burn, and surgical applications.* MiMedx Group, Inc. announced a definitive agreement to acquire all outstanding shares of Sanara MedTech Inc. (Nasdaq: SMTI) in a mixed cash-and-stock transaction valued at $35 per Sanara share, representing a total enterprise value of approximately $350 million. Sanara shareholders will receive $33.00 in cash and 0.4735 shares of MIMEDX common stock per share owned, with the stock portion valued at $2.00 per share based on MIMEDX's average closing price of $4.22 over the five trading days through July 28, 2026. The consideration represents a 46% premium to Sanara's 30-day volume-weighted average share price as of July 28, 2026. MIMEDX will finance the transaction using cash on hand combined with a new $300 million senior secured term loan from Hayfin Capital Management, LLP, with a 6-year term at SOFR + 6.25%. Both boards unanimously approved the transaction, which is expected to close by year-end 2026, subject to Sanara shareholder approval and customary regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1376339/0001376339-26-000078.txt
- 2026-07-29 · 425 (0001213900-26-082892): 425 - MIMEDX GROUP, INC. — *MIMEDX Group Inc. is a surgical and medical instruments and apparatus company focused on regenerative medicine with a strong presence in the surgical space.* MIMEDX Group Inc. announced on July 29, 2026, that it has entered into a definitive agreement to acquire Sanara MedTech Inc. The transaction is expected to create one of the largest regenerative medicine companies across numerous surgical subspecialties by combining two highly focused regenerative medicine organizations. The acquisition remains subject to shareholder approval of Sanara's shareholders and other customary closing conditions, including regulatory approvals. The transaction is expected to close by the end of 2026, though this timing is an estimate and could change.
  https://www.sec.gov/Archives/edgar/data/1376339/0001213900-26-082892.txt
- 2026-07-29 · 425 (0001213900-26-082893): 425 - Sanara MedTech Inc. — *Sanara MedTech Inc. develops and commercializes regenerative products for a variety of surgical procedures.* MiMedx Group Inc. has entered into an agreement to acquire Sanara MedTech Inc., a developer and commercializer of regenerative products for surgical procedures. The acquisition is expected to close by year-end 2026, subject to customary closing conditions and regulatory approval. The combination is intended to broaden MiMedx's surgical business and create one of the largest regenerative medicine companies in the market, offering clinicians a portfolio of products for acute and chronic wounds, burn, surgical tissue repair, and musculoskeletal applications.
  https://www.sec.gov/Archives/edgar/data/714256/0001213900-26-082893.txt
- 2026-07-30 · 425 (0001213900-26-082992): 425 - MIMEDX GROUP, INC. — *MiMedx Group Inc. develops and commercializes regenerative medical products for surgical and wound care applications.* MiMedx Group Inc. announced an agreement to acquire Sanara MedTech Inc., combining two healthcare organizations with complementary regenerative product portfolios across surgical and wound care markets. The transaction is expected to close by the end of the year, subject to customary closing conditions. MiMedx intends to file a registration statement on Form S-4 that will include a proxy statement of Sanara and constitute a prospectus of MiMedx.
  https://www.sec.gov/Archives/edgar/data/1376339/0001213900-26-082992.txt
- 2026-07-30 · 425 (0001213900-26-083049): 425 - MIMEDX GROUP, INC. — *MiMedx Group Inc. is a regenerative medicine company that develops and commercializes surgical and wound care products, including amniotic tissue allografts (AMNIOFIX, AMNIOEFFECT), particulate products, and newly licensed surgical products; the company is expanding its surgical franchise while managing disruptions in its wound care business from Medicare reimbursement changes.* MiMedx Group Inc. has reached a definitive agreement to acquire all outstanding shares of Sanara MedTech Inc. for $35 per share in an all-cash transaction. The acquisition is expected to close by year-end 2026. Post-closing, the combined company is projected to generate 2027 revenue well in excess of $400 million with adjusted EBITDA margins exceeding 20%, supported by at least $20 million in annualized cost synergies. Sanara's portfolio includes CellerateRX (approximately $80 million in LTM revenue), BIASURGE irrigation solution, and the OsStic synthetic injectable bone bio-adhesive product (expected FDA approval in Q1 2027). MiMedx has secured $300 million in committed financing from Hayfin Capital Management via a six-year term loan at SOFR plus 6.25%.
  https://www.sec.gov/Archives/edgar/data/1376339/0001213900-26-083049.txt

## Citations
- 0001376339-26-000073 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000137633926000073
- 0001376339-26-000074 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000137633926000074
- 0001376339-26-000078 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000137633926000078
- 0001213900-26-082892 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026082892
- 0001213900-26-082893 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026082893
- 0001213900-26-082992 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026082992
- 0001213900-26-083049 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026083049