Transformational Combination Creates a Leading Regenerative Medicine Company Across Numerous Surgical Subspecialties

Accelerates MIMEDX’s Strategic Priority to Expand Surgical Footprint, Nearly Doubling Surgical Revenue

Immediately Accretive to Revenue Growth, Gross Margin and Adjusted EBITDA Margin

Anticipates Over $20 Million in Run-Rate Cost Synergies

 MiMedx Group, Inc. (Nasdaq: MDXG) (“MIMEDX” or the “Company”) and Sanara MedTech Inc. (“Sanara,” “Sanara MedTech”) (Nasdaq: SMTI) announced that they have entered into a definitive merger agreement under which MIMEDX will acquire all of the outstanding shares of Sanara in a cash and stock transaction valued at $35 per Sanara share with a total enterprise value of approximately $350 million.

Sanara is solely focused on developing and commercializing regenerative products for surgical markets. With technologies targeting multiple, large addressable markets and a compelling financial profile, Sanara has a track record of delivering double-digit revenue growth as it has built its surgical commercial presence. This transaction would combine MIMEDX’s high-growth, best-in-class surgical portfolio with Sanara’s innovative surgical technologies across collagen particulate, wound irrigation and bone fixation. In addition to Sanara’s industry-leading CellerateRX® Surgical Powder, BIASURGE® Advanced Surgical Solution and additional soft tissue and musculoskeletal products, it is working towards a 2027 commercial launch of OsStic™ BioAdhesive Advanced Bone Fixation, a Breakthrough Device as designated by the U.S. Food & Drug Administration.

“We are thrilled to announce the planned combination with Sanara MedTech and look forward to welcoming their team to the MIMEDX family in the near future,” stated Joseph H. Capper, MIMEDX Chief Executive Officer. “Over the last several years, MIMEDX has demonstrated the ability to drive strong, double-digit growth in surgical end markets. With Sanara, we will accelerate this effort and meaningfully expand our reach across several subspecialties. On a combined basis, 2027 total revenue is expected to be well in excess of $400 million with an adjusted EBITDA margin expected to be over 20%.”

“This exciting transaction brings together two highly focused organizations with deep benches of talent and strong momentum in the surgical space,” said Seth Yon, Sanara’s President and Chief Executive Officer. "By combining Sanara with MIMEDX’s broad portfolio, robust commercial capabilities and commitment to innovation, we will be positioned to deepen our existing distributor relationships while expanding our presence in the operating room. The Sanara Board of Directors conducted a robust process and determined that the resulting transaction delivers a compelling and certain cash premium to shareholders while providing the opportunity to participate in the future value creation of the combined company. I am grateful to the outstanding Sanara team for their focus, hard work and dedication, and I look forward to bringing our teams together to build a stronger business with even greater opportunity in surgical care.”

Strategic and Financial Benefits of the Transaction

This merger of MIMEDX and Sanara is expected to result in a stronger long-term growth profile with significantly expanded addressable markets and positions the combined company as a leader in regenerative medicine solutions for the operating room.

• Expands Product Offering with Differentiated, Innovative Technologies: The combination creates a larger, more diversified surgical technology platform, combining Sanara’s portfolio of proprietary, evidence-based surgical solutions, including CellerateRX Surgical Powder, BIASURGE Advanced Surgical Solution, a no-rinse irrigation solution, and exclusive distribution rights to OsStic BioAdhesive Advanced Bone Fixation, a synthetic injectable bio-adhesive, with MIMEDX's growing surgical business, further diversifying the combined company beyond soft tissue into adjacent and complementary areas such as musculoskeletal applications.
• Adds Significant Commercial Scale Through Distribution Network: Sanara's well-established U.S. hospital and surgical call-point relationships are positioned to meaningfully extend MIMEDX's commercial footprint and accelerate adoption of both companies' products across a larger, more diversified surgical customer base.
• Immediately Accretive to Financial Profile: The transaction meaningfully shifts the combined business mix, nearly doubling MIMEDX’s surgical revenue. On a combined basis, 2027 total revenue is expected to be well in excess of $400 million with an Adjusted EBITDA margin expected to be over 20%, inclusive of over $20 million of anticipated run-rate cost synergies, driving strong profitability post-close. The transaction is expected to be immediately accretive to MIMEDX's revenue growth rate, building on MIMEDX's recent surgical segment momentum.
• Strong Cultural Fit and Deep Expertise Expands Ability to Support Customers: MIMEDX and Sanara share a common, patient-first mission grounded in evidence-based healing and improved clinical outcomes. Sanara's and MIMEDX’s teams are expected to integrate seamlessly, bringing deep, long-standing relationships with surgeons and hospital customers that will strengthen the combined organization's ability to support physicians every day.

Transaction Details

Under the terms of the agreement, Sanara shareholders will receive $33.00 in cash and 0.4735 shares of MIMEDX common stock for each share of Sanara common stock they own, which represents a value of $2.00 per share, calculated based on the average closing price of MIMEDX common stock of $4.22 for the last five consecutive trading days through and including July 28, 2026. The merger consideration represents a premium of 46% to Sanara’s 30-day volume weighted average share price as of July 28, 2026.  

MIMEDX expects to finance the cash portion of the transaction through a combination of cash on hand and a new, committed debt financing in the form of a $300 million term loan, which has been secured with Hayfin Capital Management, LLP. In connection with the execution and delivery of definitive documentation with respect to the debt financing by Hayfin, MIMEDX’s existing credit agreement will be terminated and all amounts outstanding will be repaid in full.

The transaction has been unanimously approved by the board of directors of both companies and is expected to close by the end of the year, subject to approval by Sanara shareholders, the receipt of required regulatory approvals and other customary closing conditions.