Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement HTML 56K
2: EX-4.4 Amendments to Certificate of Formation of Sanara HTML 8K
Medtech Inc
3: EX-4.6 Sanara Medtech Inc. 2014 Omnibus Long Term HTML 118K
Incentive Plan
4: EX-5.1 Opinion of Kelly Hart & Hallman LLP Regarding HTML 12K
Legality of Issued Shares of Common Stock
5: EX-23.2 Consent of Malonebailey LLP, Independent HTML 7K
Registered Public Accounting Firm
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,”“accelerated
filer,”“smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated
filer
☒
Smaller reporting company
☒
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 7(a)(2)(B) of the
Securities Act. ☐
C:
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities to Be Registered
Amount
To
Be
Registered(1)
Proposed
Maximum
Offering
Price
Per
Share(2)
Proposed
Maximum
Aggregate
Offering
Price(2)
Amount
of
Registration
Fee(2)
Common Stock,
$0.001 par value
2,000,000
$13.62
$27,240,000
$3,535.75
(1)
Sanara MedTech Inc.
(the “Registrant”) is registering an aggregate of
2,000,000 shares of common stock, par value $0.001 per share
(the “Common Stock”), that may be issued under the
Sanara MedTech Inc. 2014 Omnibus Long Term Incentive Plan. Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also
covers such additional and indeterminate number of securities as
may become issuable pursuant to the provisions of the plan relating
to adjustments for changes resulting from a share dividend, share
split or similar change.
(2)
Estimated solely
for the purpose of calculating the registration fee in accordance
with Rules 457(c) and 457(h) under the Securities Act, based upon
the average of the high and low sale prices of the common stock as
reported for the OTCQB over-the counter market transactions on
February 19, 2020.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This
Registration Statement on Form S‑8 is filed by Sanara
MedTech Inc. (the “Registrant”) regarding the Sanara
MedTech Inc. 2014 Omnibus Long Term Incentive Plan. All information
required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the
explanatory note to Part I of Form S‑8 and Rule 428
under the Securities Act of 1933, as amended (the “Securities
Act”). Documents containing the information required by Part
I of the Registration Statement will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities
Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference.
The
following documents previously filed by the Registrant with the
Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are incorporated herein by
reference:
(a)
The
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2018, filed with the Commission on April 1,2019;
The description of
the Registrant’s common stock contained in the
Registrant’s Form 8-A (File No. 000-11808), filed with
the Commission on June 15, 1987, as amended in Form 8-A/A filed
with the Commission on July 8, 1987, with any subsequent amendment
or report filed for the purpose of updating such
description.
All
documents or reports subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered
by this Registration Statement have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents or
reports; provided, however,
that documents or information deemed to have been furnished and not
filed in accordance with the rules of the Commission shall not be
deemed incorporated by reference in, or to be a part of, this
Registration Statement.
Any
statement contained in the documents or reports incorporated, or
deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document or report that also is, or is
deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
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Item
4.
Description
of Securities.
Not
applicable
Item
5.
Interests
of Named Experts and Counsel.
Not
applicable.
Item
6.
Indemnification
of Directors and Officers.
Section
8.101 of the Texas Business Organizations Code (“TBOC”)
provides that a corporation may indemnify any director or officer
who was, is or is threatened to be named as a defendant or
respondent in a proceeding because he is or was a director or
officer, provided that the director or officer (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the
corporation's best interests or (b) in all other cases, that his
conduct was not opposed to the corporation's best interests and
(iii) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Subject to certain
exceptions, a director or officer may not be indemnified if such
person is found liable to the corporation or if such person is
found liable on the basis that he improperly received a personal
benefit. Under Texas law, reasonable expenses incurred by a
director or officer may be paid or reimbursed by the corporation in
advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or
officer of his good faith belief that he has met the standard of
conduct necessary for indemnification and a written undertaking by
or on behalf of the director or officer to repay the amount if it
is ultimately determined that the director or officer is not
entitled to indemnification by the corporation. Texas law requires
a corporation to indemnify an officer or director against
reasonable expenses incurred in connection with a proceeding in
which he is named a defendant or respondent because he is or was a
director or officer if he is wholly successful in the defense of
the proceeding.
Texas
law also permits a corporation to purchase and maintain insurance
or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as
such a person, whether or not the corporation would have the power
to indemnify him against that liability under Section 8.101 of the
TBOC.
The
Registrant's Certificate of Formation and its Bylaws provide that
the Registrant will, to the fullest extent permitted by the TBOC,
indemnify each of its directors and officers against liabilities
imposed upon them (including reasonable amounts paid in settlement)
and expenses incurred by them in connection with any claim made
against them or any action, suit or proceeding to which they may be
a party by reason of their being or having been a director or
officer of the Registrant or having served in the same or other
capacities for another entity at the request of the Registrant. The
Registrant has purchased insurance against certain costs of
indemnification that may be incurred by the Registrant and by its
officers and directors.
Amendment
to Certificate of Formation of Sanara MedTech Inc. (incorporated by
reference to Exhibit A to the Registrant’s Information
Statement filed with the Commission on May 13, 2008).
Amendment
to Certificate of Formation of Sanara MedTech Inc. of the
Certificate of Designations of the Series F Convertible Preferred
Stock (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K, filed with the
Commission March 21, 2019).
Amendments
to Certificate of Formation of Sanara MedTech Inc. (i) to increase
the authorized common stock (April 20, 2015) and (ii) to
recapitalize the authorized capital stock and implement a reverse
stock split (May 3, 2019).
(1)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration
Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
3
(2)
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth,
State of Texas on the 21st day of February,
2020.
Each of
the undersigned officers and directors Sanara MedTech Inc. hereby
constitutes and appoints J. Michael Carmena and Michael D. McNeil,
and each of them individually (with full power to each of them to
act alone), his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each
of them for him or her and in his or her name, place and stead, and
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act, this Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.