Offerings - Offering: 1 |
Aug. 19, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock, par value $0.001 per share |
| Amount Registered | shares | 4,500,000 |
| Maximum Aggregate Offering Price | $ 9,934,113.24 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 1,371.90 |
| Offering Note | Represents the maximum number of shares of common stock, par value $0.001 per share (“MiMedx Common Stock”), of MiMedx Group, Inc., a Florida corporation (“MiMedx”), estimated to be issuable by MiMedx upon the completion of the proposed merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and between MiMedx, Sanara MedTech Inc., a Texas corporation (“Sanara”), and Mustang Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of MiMedx (“Merger Sub”), pursuant to which Merger Sub will merge with and into Sanara, with Sanara surviving such merger as a wholly owned subsidiary of MiMedx (the “Merger”). The number of shares of MiMedx Common Stock being registered is based on the product of (a) 9,198,253, which represents the maximum number of shares of common stock, par value $0.001 per share, of Sanara (“Sanara Common Stock”) estimated to be outstanding immediately prior to the Merger (based on the number of shares of Sanara Common Stock issued and outstanding as of August 7, 2026 and including shares of outstanding Sanara Restricted Stock), multiplied by (b) 0.4735 shares of MiMedx Common Stock for each share of Sanara Common Stock entitled to receive MiMedx Common Stock in the Merger. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of MiMedx Common Stock which may be offered and issued by reason of any stock dividend, stock split, recapitalization or other similar transaction. The maximum aggregate offering price was Calculated pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (a) $34.08, the average of the high and low prices per share of Sanara Common Stock on the Nasdaq Stock Market on August 18, 2026, multiplied by (b) 9,198,253 (which represents the aggregate number of shares of Sanara Common Stock, including shares of outstanding Sanara Restricted Stock, estimated to be exchanged in the Merger, as described in footnote (1) above), minus $303,542,349 (the estimated amount of cash to be paid by MiMedx to Sanara shareholders in the Merger). |