Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 16 2020 - 4:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November
16, 2020
Registration No. 333-236558
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
––––––––––––––––––––––
Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
––––––––––––––––––––––
Sanara
MedTech Inc.
(Exact
name of registrant as specified in its charter)
Texas
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59-2219994
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(State
or other jurisdiction of
incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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1200
Summit Ave., Suite 414
Fort
Worth, Texas
(Address of
Principal Executive Offices)
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76102
(Zip
Code)
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––––––––––––––––––––––
Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive
Plan
(Full
title of the plan)
––––––––––––––––––––––
Michael D. McNeil
Chief Financial Officer
Sanara MedTech Inc.
1200 Summit Ave., Suite 414
Fort Worth, Texas 76102
(817) 529-2300
(Name,
address and telephone number, including area code, of agent for
service)
Copies to:
Matthew L. Fry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
––––––––––––––––––––––
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 ☐
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Accelerated
filer ☐
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Smaller reporting
company ☑
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Non-accelerated
filer ☑
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Emerging growth
company ☐
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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. ☐
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (Registration No. 333-236558) (the “Registration
Statement”), originally filed with the Securities and
Exchange Commission (“SEC”) on
February 21, 2020 by Sanara MedTech Inc., a Texas corporation, is
being filed solely for the purpose of filing Exhibit 23.3 hereto,
to add the Consent of Independent Registered Public Accounting
Firm. Accordingly, this Post-Effective Amendment No. 1 to the
Registration Statement consists solely of the facing page, this
explanatory note, Item 8 of Part II of the Registration Statement,
the signature page and exhibit index, and is not intended to amend
or delete any part of the Registration Statement except as
specifically noted herein.
Item 8. Exhibits.
Exhibit No.
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Description of Document
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Certificate of Formation of Sanara MedTech Inc. (incorporated by
reference to Exhibit 3.1 to the Registrant’s Registration
Statement on Form S-1 filed with the SEC on April 11,
2008).
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Amendment to Certificate of Formation of Sanara MedTech Inc.
(incorporated by reference to Exhibit A to the Registrant’s
Information Statement filed with the SEC on May 13,
2008).
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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 4.1 to the
Registrant’s Current Report on Form 8-K, filed with the SEC
on March 21, 2019).
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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).
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Bylaws of Sanara MedTech Inc. (incorporated by reference to Exhibit
3.2 to the Registrant’s Registration Statement on Form S-1
filed with the SEC on April 11, 2008).
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Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan
(incorporated by reference to Exhibit A to the Registrant’s
Definitive Proxy Statement on Schedule 14A filed with the SEC on
June 25, 2020).
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Opinion of Kelly Hart & Hallman LLP regarding legality of
issued shares of common stock.
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Consent of Kelly Hart & Hallman LLP.
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Consent of MaloneBailey LLP, independent registered public
accounting firm.
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Consent
of MaloneBailey LLP, independent registered public accounting
firm.
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Power
of Attorney (set forth on the signature page of the Registration
Statement on Form S-8 filed with the SEC on February 21,
2020).
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*
Previously filed.
+ Filed
herewith.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth,
State of Texas, on November 16, 2020.
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SANARA
MEDTECH INC.
(Registrant)
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Date: November 16,
2020
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By:
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/s/ J. Michael
Carmena
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J. Michael
Carmena
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Vice Chairman and
Principal Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated below:
Signature
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Title
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Date
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*
Ronald
T. Nixon
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Executive Chairman of the Board
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November
16, 2020
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/s/ J. Michael Carmena
J.
Michael Carmena
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Vice Chairman of the Board
(Principal Executive Officer)
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November
16, 2020
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/s/ Robert A.
DeSutter
Robert
A. DeSutter
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Director
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November 16, 2020
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*
Ann
Beal Salamone
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Director
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November
16, 2020
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*
James
W. Stuckert
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Director
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November
16, 2020
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*
Kenneth
E. Thorpe
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Director
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November 16, 2020
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/s/ Michael D. McNeil
Michael D. McNeil
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
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November 16, 2020
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*J.
Michael Carmena, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this
Post-Effective
Amendment
No. 1 to the Registration Statement on Form S-8 on behalf of the
above indicated directors of the Registrant pursuant to a power of
attorney filed with the SEC.
J.
Michael Carmena
Attorney-in-Fact
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