| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sanara MedTech Inc. [ SMTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/07/2020 | C | 2,273,630 | A | (1) | 2,273,630 | D(2) | |||
| Common Stock | 02/07/2020 | C | 179,101 | A | $9(3) | 2,452,731 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series F Convertible Preferred Stock | (1) | 02/07/2020 | C | 1,136,815 | (1) | (1) | Common Stock | 2,273,630 | (1) | 0 | D(2) | ||||
| 5% Convertible Promissory Note | $9(3) | 02/07/2020 | C | $1,611,911 | 08/28/2019 | 03/01/2021 | Common Stock | 179,101 | (3) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Series F Convertible Preferred Stock was convertible into Common Stock at any tme on a 2-for-1 basis and had no expiration date. When originally issued the conversion rate was 200-for-1, but on May 10, 2019, as a result of a 1-for-100 reverse stock split of the Common Stock, the conversion rate was automatically adjusted to a conversion rate of 2-for1 in accordance with the terms of the Series F Convertible Preferred Stock. |
| 2. Reflects shares of Common Stock owned of record by CGI Cellerate RX, LLC, which is a wholly owned subsidiary of Catalyst Rochal, LLC. Mr. Gurasich is a manager of Catalyst Rochal, LLC. By virture of these relationships, Mr. Gurasich, Catalyst Rochal, LLC and CGI Cellerate RX, LLC may be deemed to share voting and dispositive control over the Common Stock. Mr. Gurasich and Catalyst Rochal, LLC disclaim beneficial ownership of any Common Stock held or beneficially owned by CGI Cellerate RX, LLC, except to the extent of each of their pecuniary interests therein. |
| 3. The 5% Convertible Promissory Note in the principal amount of $1,500,000 was convertible into Common Stock at any time prior to maturity at an initial conversion price of $0.09 per share. As a result a 1-for-100 reverse stock split of the Common Stock on May 10, 2019, the conversion price was automatically adjusted to $9.00 per share in accordance with the terms of the Promissory Note. The terms of the Promissory Note also provided for the right of conversion of any accrued and unpaid interest. The amount of $111,911 in accrued interest was also converted into 12,434 shares of Common Stock at $9.00 per share. |
| CGI CELLERATE RX, LLC, by /s/ Ron Nixon and /s/ Brad Gurasich | 02/11/2020 | |
| CATALYST ROCHAL, LLC, by /s/ Ron Nixon and /s/ Brad Gurasich | 02/11/2020 | |
| /s/ Brad Gurasich | 02/11/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||