Good morning, ladies and gentlemen. On behalf of the Board of Directors and the officers of Sanara MedTech Incorporated, I would like to welcome you to this special meeting of shareholders of the company. My name is Seth Yon , President and Chief Executive Officer of the company, and I will Chair this meeting. It's my pleasure to welcome the company shareholders of record today. In order to facilitate shareholder attendance and participation, we have decided to hold a virtual meeting electronically through the Internet. Copies of the rules of procedure for this meeting have been posted on the online voting website. To conduct an orderly meeting, we ask that all participants follow these rules. The special meeting of shareholders of Sanara MedTech is hereby called to order.
Pursuant to authority duly granted by the Board, I will act as Chairman of the meeting, and Mr. Nick Gachassin , our General Counsel, will act as Secretary of the meeting. I hereby appoint Ms. Anna Hagberg-Cito of CTH LLC, a representative of Broadridge, the registrar and transfer agent of the company's common stock, as the Inspector of Elections for the meeting, who has signed an oath to act as the Inspector of Election, which will be filed with the minutes of this meeting.
As set forth and described in the proxy statement and accompanying notice, which were made available to all shareholders of record of the company, this special meeting has been called, one, to approve and adopt the agreement and plan of merger dated as of July 29, 2026, by and among MiMedx Group, Incorporated, a Florida corporation, Sanara MedTech Incorporated, a Texas corporation, and Mustang Merger Sub Incorporated, a wholly-owned subsidiary of MiMedx, pursuant to which, among other things, Mustang Merger Sub will merge with and into Sanara, with Sanara surviving as a wholly-owned subsidiary of MiMedx and approve the consummation of the transactions contemplated by the merger agreement, including the merger, which we refer to as the merger proposal.
Two, to approve on a non-binding advisory basis the compensation that may be paid or become payable to Sanara's named executive officers that is based on or otherwise relates to the merger, which we refer to as the advisory compensation proposal. Three, to approve one or more adjournments of the special meeting of shareholders of Sanara, such meeting including any adjournments or postponements thereof, if necessary, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the merger proposal, which we refer to as the adjournment proposal. In order for a quorum to be present at this meeting, shareholders representing a majority of the outstanding shares of the company entitled to vote on any matter must be present in- person or by proxy at this meeting. Mr. Gachassin, will you please advise us to the presence of a quorum?
Mr. Chairman, I report that properly executed proxies of shareholders representing more than 50% of the outstanding shares of the company entitled to vote have been received and are present at this meeting.
As a quorum is present, I now declare that this meeting is duly and lawfully convened and open and ready for business. Because a quorum is present and we have received sufficient votes for approval, no further action is required on the adjournment proposal. The online polls for each matter to be voted on at this special meeting are now open. Any shareholder wishing to cast a vote at this meeting should do so now, as the polls will close in a few minutes. You may vote online by opening your web browser and navigating to www.virtualshareholdermeeting.com/SMTI2026SM with the use of the 16-digit control number provided in the notice regarding the availability of proxy materials or a proxy card previously mailed to you.
Any shareholder who has timely mailed in his or her signed proxy or who has otherwise voted in advance of this special meeting will have his or her shares voted as he or she has indicated and need not vote at this time unless he or she wishes to change his or her prior vote or revoke his or her proxy. I would now like to proceed with the formal portion of today's meeting. The notice regarding the availability of proxy materials was mailed to shareholders of record on or about September 9, 2026. I request that the Secretary present the affidavit of mailing of the notice of availability of proxy materials that was executed by Broadridge, the registrar and transfer agent of our common stock.
Mr. Chairman, I present the affidavit o f mailing, signed and certified by Broadridge. The affidavit states that the notice of availability of proxy materials was mailed on or about September 9, 2026, to the shareholders of record as of September 1, 2026.
I direct that the affidavit of mailing and the proxy materials be filed with the minutes of this meeting. The first item of business for today's meeting is to vote on the merger proposal, which is to approve and adopt the merger agreement by and among MiMedx, Sanara, and Mustang Merger Sub Incorporated and approve the consummation of the transactions contemplated by the merger agreement, including the Merger. The Board of Directors has recommended that you vote for the adoption of the merger proposal. The second item of business for today's meeting is to vote on an advisory compensation proposal, which is to approve on a non-binding advisory basis the compensation that may be paid or become payable to Sanara’s named executive officers that is based on or otherwise relates to th e merger. The Board of Directors has recommended that you vote for the advisory compensation proposal.
That completes the matters of business to be conducted as set in the proxy statement and accompanying notice. As there are no further matters to be voted on, the polls to vote will close shortly. If any shareholder has not yet voted and would like to do so now, please submit your vote online at this time so that it will be counted by our Inspector of El ection. At this time, all completed online ballots should have been submitted. I now declare that the polls are closed and direct the Inspector of Election to collect and tabulate the votes. We will now announce preliminary results of the shareholders' votes. Mr. Gachassin, will you please state the preliminary results of the voting of shareholders?
One, the merger proposal has been approved by holders of a majority of the shares present in- person or represented by proxy at the special meeting that were entitled to vote on this proposal. Two, the advisory compensation proposal has been approved by holders of a majority of the shares present in- person or represented by proxy at the special meeting that were entitled to vote on this proposal.
Thank you, Mr. Gachassin. Based on the preliminary report of the vote of the shareholders, the merger proposal and the advisory compensation proposal have been approved. The Inspector of Election will furnish to the Secretary a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. In addition, the final voting results will be reported in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission no later than four business days following the end of this special meeting. There being no other formal matters of business to conduct, this concludes the special meeting of shareholders. The special meeting of shareholders is now adjourned. In closing, I’d like to take this opportunity to thank you for the attendance at the meeting.
This c oncludes today's special meeting. You may now disconnect.