MiMedx Group Inc美股招股说明书(2026-09-04版)

Dear Shareholders of Sanara MedTech Inc.: On July29, 2026, MiMedx Group, Inc., a Florida corporation (“MiMedx”), Mustang Merger Sub, Inc., aTexas corporation and wholly-owned subsidiary of MiMedx (“Merger Sub”), and Sanara MedTech Inc., a Texascorporation (“Sanara”), entered into an Agreement and Plan of Merger (as it may be amended from time to time,the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Sanara,with Sanara surviving and becoming a wholly-owned subsidiary of MiMedx (the “Merger”). If the Merger is completed, each share of common stock, par value $0.001 per share, of Sanara (“SanaraCommon Stock”), excluding shares held by MiMedx, Sanara or their wholly-owned subsidiaries or shareholderswho are entitled to demand and properly demand appraisal of such shares in accordance with Chapter10,Subchapter H of the Texas Business Organizations Code (“TBOC”), that is issued and outstanding immediatelyprior to the effective time of the Merger (the “Effective Time”), will be canceled and converted into the right toreceive (i)$33.00 in cash, without interest (the “Per Share Cash Consideration”) and (ii)0.4735 shares ofcommon stock (the “Per Share Stock Consideration”), par value $0.001 per share, of MiMedx (the “MiMedxCommon Stock”) and, if applicable, cash in lieu of fractional shares, subject to adjustment as described in thisproxy statement/prospectus and subject to applicable withholding taxes (the consideration described in theforegoing clauses (i)and (ii), collectively, the “Merger Consideration”). The Per Share Stock Considerationrepresents a value of $2.00 per share, calculated based on the average closing price of MiMedx Common Stockfor the five consecutivetrading days immediately prior to July29, 2026. Although the Per Share Stock Consideration is fixed, the market value of the stock component of theMerger Consideration will fluctuate with the market price of MiMedx Common Stock. Furthermore, the PerShare Stock Consideration may be subject to adjustment, as described in this proxy statement/prospectus. Assuch, the market value of the stock component of the Merger Consideration at the Effective Time will not beknown at the time Sanara’s shareholders vote on the Merger. Shares of MiMedx Common Stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol“MDXG”, and shares of Sanara Common Stock are listed on Nasdaq under the symbol “SMTI.” The following table sets forth the closing sale prices per share of MiMedx Common Stock and SanaraCommon Stock on July28, 2026, the lasttrading day before the public announcement of the signing of theMerger Agreement, and on September 1, 2026, the latest practicabletrading day before the printing date of thisproxy statement/prospectus. The table also shows the implied value of the Merger Consideration payable foreach share of Sanara Common Stock on July28, 2026 and on September 1, 2026.We urge you to obtaincurrent market quotations for MiMedx Common Stock and Sanara Common Stock. Immediately following the closing of the Merger (the “Closing”), it is anticipated that, based on thenumber of shares of MiMedx Common Stock and Sanara Common Stock outstanding as of September 1, 2026,persons who were shareholders of MiMedx and Sanara immediately prior to the Merger will own approximately97.1% and 2.9%, respectively, of the combined company. Table of Contents Sanara will hold a special meeting of its shareholders in connection with the Merger (the “SpecialMeeting”). MiMedx and Sanara cannot complete the Merger unless Sanara’s shareholders adopt and approvethe Merger Agreement and approve the consummation of the transactions contemplated thereby (the “MergerProposal”). The Sanara board of directors (the “Sanara Board”) is providing this proxy statement/prospectus tosolicit your proxy to vote on the Merger Proposal and related matters. In addition, this proxystatement/prospectus is also being delivered to Sanara’s shareholders as MiMedx’s prospectus for its offering ofMiMedx Common Stock in connection with the Merger. The Special Meeting will be held on September 30, 2026 at 9:00a.m., Central Time, atwww.virtualshareholdermeeting.com/SMTI2026SM. Your vote is very important. MiMedx and Sanara cannot complete the Merger unless Sanara’sshareholders approve the Merger Proposal. To ensure your representation at the Special Meeting, pleasecomplete, sign, date and return the enclosed proxy card or submit your proxy by telephone or theinternet by following the instructions on your proxy card. If your shares of Sanara Common Stock areheld in “street name” by a bank, broker or other nominee, please follow the instructions on the votinginstruction form provided by the record holder. Whether or not you expect to attend the Special Meeting,please vote promptly. Submitting a proxy now will not prevent you from being able to vote online duringthe Special Meeting. The Sanara Board has unanimously (i)determined that the Merger A