0001493152-22-024170.txt : 20220826 0001493152-22-024170.hdr.sgml : 20220826 20220826162553 ACCESSION NUMBER: 0001493152-22-024170 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20220826 DATE AS OF CHANGE: 20220826 EFFECTIVENESS DATE: 20220826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sanara MedTech Inc. CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 592220004 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-267103 FILM NUMBER: 221205543 BUSINESS ADDRESS: STREET 1: 1200 SUMMIT AVE STREET 2: SUITE 414 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-529-2300 MAIL ADDRESS: STREET 1: 1200 SUMMIT AVE STREET 2: SUITE 414 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: WOUND MANAGEMENT TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20080611 FORMER COMPANY: FORMER CONFORMED NAME: MB SOFTWARE CORP DATE OF NAME CHANGE: 19960805 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on August 26, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sanara MedTech Inc.

(Exact name of registrant as specified in its charter)

Texas		59-2219994
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1200 Summit Ave., Suite 414 Fort Worth, Texas (Address of Principal Executive Offices)		76102 (Zip Code)

Options Assumed by Sanara MedTech Inc.

Originally Granted Under the Precision Healing Inc. 2020 Stock Option and Grant Plan

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	☐	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. ☐

EXPLANATORY NOTE

On April 1, 2022, Sanara MedTech Inc., a Texas corporation (“we,” “us,” “our” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, United Wound and Skin Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“UWSS”), Precision Healing Inc., a Delaware corporation (“Precision Healing”), PH Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), PH Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Furneaux Capital Holdco, LLC (d/b/a BlueIO), solely in its capacity as the representative of the securityholders of Precision Healing.

On April 4, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement closed and Merger Sub I merged with and into Precision Healing, with Precision Healing being the surviving entity and becoming a wholly owned subsidiary of UWSS and an indirect subsidiary of the Company (the “First Merger”). In addition, as part of the same overall transaction, the surviving entity of the First Merger merged with and into Merger Sub II, with Merger Sub II being the surviving entity and continuing as a wholly owned subsidiary of UWSS and an indirect subsidiary of the Company (the “Second Merger” and together with the First Merger, the “Merger”).

Pursuant to the Merger Agreement, on the Closing Date, the Precision Healing options previously granted under the Precision Healing Inc. 2020 Stock Option and Grant Plan (the “Precision Healing Plan”) and outstanding immediately prior to the First Merger Effective Time (as defined in the Merger Agreement) converted pursuant to their terms into options to acquire, on the same terms and conditions as were applicable under such Precision Healing options immediately prior to the First Merger Effective Time, an aggregate of 144,191 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) with a weighted exercise price of $10.71 per share. Accordingly, this Registration Statement on Form S-8 (this “Registration Statement”) relates to 144,191 shares of Common Stock that may be issued pursuant to the Company’s assumption of the Precision Healing Plan in connection with the Merger.

This Registration Statement also relates to 11,500 shares of Common Stock that may be issued upon the exercise of options previously granted to certain employees of the Company under the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan (the “2014 LTIP”), which shares underlying such options were not previously registered.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement for offers of Common Stock pursuant to the 2014 LTIP and Precision Healing Plan. The documents containing this information will be sent or given to eligible participants as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed by the Company with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, 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 filed by the Company with the Commission are hereby incorporated into this Registration Statement by reference:

	●	our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 31, 2022;

	●	our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 16, 2022, and for the quarter ended June 30, 2022, filed with the Commission on August 15, 2022;

	●	the portions of our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 29, 2022, that are deemed “filed” with the Commission;

	●	our Current Reports on Form 8-K filed with the Commission on January 6, 2022, March 28, 2022, April 4, 2022, April 8, 2022, April 29, 2022, June 10, 2022 and July 5, 2022 (as amended on July 15, 2022); and

	●	the description of our securities contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 31, 2022, including all amendments and reports filed for the purpose of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished, including under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document 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 or incorporated by reference herein or in any subsequently filed document which 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.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

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 or she is or was a director or officer, provided that the director or officer (i) conducted himself or herself in good faith, (ii) reasonably believed (a) in the case of conduct in his or her official capacity, that his or her conduct was in the corporation’s best interests or (b) in all other cases, that his or her 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 or her 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 or she 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 or her status as such a person, whether or not the corporation would have the power to indemnify him or her against that liability under Section 8.101 of the TBOC.

Our certificate of formation and bylaws provide that we will, to the fullest extent permitted by the TBOC, indemnify each of our 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 Company or having served in the same or other capacities for another entity at the request of the Company.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of formation or bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

We believe that these bylaw provisions are necessary to attract and retain qualified persons as directors, officers and employees. We also maintain directors’ and officers’ liability insurance.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description of Document

5.1*		Opinion of Haynes and Boone, LLP, counsel to the Registrant.

23.1*		Consent of Weaver and Tidwell, L.L.P.

23.2*		Consent of MaloneBailey, LLP.

23.3*		Consent of Haynes and Boone, LLP (included in its opinion filed as Exhibit 5.1).

24.1*		Power of Attorney (included on the signature page of this Registration Statement).

99.1		Precision Healing Inc. 2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2022).

99.2*		Form of Non-Qualified Stock Option Agreement under the Precision Healing Inc. 2020 Stock Option and Grant Plan.

99.3*		Form of Incentive Stock Option Agreement under the Precision Heling Inc. 2020 Stock Option and Grant Plan.

99.4		Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 25, 2020).

99.5*		Form of 2017 stock option award agreement under the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan.

99.6*		Form of 2018 stock option award agreement under the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan.

107*		Filing Fee Table.

* Filed herewith.

Item 9.

Undertakings

(a)

The undersigned registrant hereby undertakes:

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(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 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(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 undersigned 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 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.

(h) 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.

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 August 26, 2022.

	SANARA MEDTECH INC.
	(Registrant)
Date: August 26, 2022
	By:	/s/ Michael D. McNeil
		Michael D. McNeil
		Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Zachary Fleming and Michael D. McNeil, severally, each with full power to act alone and without the others, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement on Form S-8, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Zachary B. Fleming	Chief Executive Officer	August 26, 2022
Zachary B. Fleming	(Principal Executive Officer)

/s/ Michael D. McNeil	Chief Financial Officer	August 26, 2022
Michael D. McNeil	(Principal Financial Officer and Principal Accounting Officer)

/s/ Ronald T. Nixon	Executive Chairman	August 26, 2022
Ronald T. Nixon

/s/ Robert A. DeSutter	Director	August 26, 2022
Robert A. DeSutter

/s/ Roszell Mack III	Director	August 26, 2022
Roszell Mack III

/s/ Sara N. Ortwein	Director	August 26, 2022
Sara N. Ortwein

/s/ Ann Beal Salamone	Director	August 26, 2022
Ann Beal Salamone

/s/ James W. Stuckert	Director	August 26, 2022
James W. Stuckert

/s/ Eric D. Tanzberger	Director	August 26, 2022
Eric D. Tanzberger

/s/ Kenneth E. Thorpe	Director	August 26, 2022
Kenneth E. Thorpe

EX-5.1 2 ex5-1.htm

Exhibit 5.1

August 26, 2022

Sanara MedTech Inc.

1200 Summit Avenue, Suite 414

Fort Worth, TX 76102

Re:	Registration Statement on Form S-8 of 155,691 Shares of Common Stock of Sanara MedTech Inc.

Ladies and Gentlemen:

We have acted as counsel to Sanara MedTech Inc., a Texas corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) of a registration statement on Form S-8 (the “Registration Statement”) by the Company relating to the registration of (i) 144,191 shares (the “Assumed Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), subject to issuance upon the exercise of certain stock options granted to eight individuals under the Precision Healing Inc. 2020 Stock Option and Grant Plan (the “Precision Plan”), which was assumed by the Company, and (ii) 11,500 shares of Common Stock (the “Option Shares” and together with the Assumed Shares, the “Shares”) issuable pursuant to the exercise of certain stock options granted to seven individuals of the Company under the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan (the “2014 LTIP”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

For purposes of the opinions we express below, we have examined originals, or copies certified or otherwise identified, of (i) the certificate of formation (the “Certificate of Formation”) and the Bylaws (the “Bylaws”) of the Company, each as amended and/or restated as of the date hereof; (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the assumption of the Precision Plan, the authorization and issuance of the Shares and related matters; (iii) the Registration Statement and all exhibits thereto; (iv) the Precision Plan; (v) the 2014 LTIP; (vi) the stock option award agreements relating to the Option Shares, as amended as of the date hereof; (vii) the stock option award agreements relating to the Assumed Shares; (viii) a certificate executed by an officer of the Company, dated as of the date hereof; and (ix) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

As to questions of fact material to the opinions expressed below, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.

In making the foregoing examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iv) that all agreements or instruments we have examined are the valid, binding and enforceable obligations of the parties thereto, and (v) that all factual information on which we have relied was accurate and complete.

We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the laws of the State of Texas.

We have also assumed that, at the time of the issuance of the Shares: (i) the resolutions of the Board of Directors of the Company referred to above will not have been modified or rescinded, (ii) the Company will receive consideration for the issuance of the Shares required by the 2014 LTIP and Precision Plan and that is at least equal to the par value of the Common Stock, (iii) all requirements of the laws of the State of Texas, the Certificate of Formation and the Bylaws will be complied with when the Shares are issued, and (iv) sufficient shares of Common Stock will be authorized for issuance under the Certificate of Formation of the Company that have not otherwise been issued or reserved for issuance.

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (i) upon the issuance of the Assumed Shares in accordance with the terms of the stock option agreements covering the Assumed Shares, the Assumed Shares will be validly issued, fully paid and non-assessable and (ii) upon the issuance of the Option Shares in accordance with the terms of the stock option agreements covering the Option Shares, the Option Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Haynes and Boone, LLP

	HAYNES AND BOONE, LLP

Haynes and Boone, LLP		2323 Victory Avenue \| Suite 700 \| Dallas, TX 75219
		T: 214.651.5000 \| haynesboone.com

EX-23.1 3 ex23-1.htm

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sanara MedTech Inc. of our report dated March 30, 2022, relating to the consolidated financial statements which appear in Sanara MedTech Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Weaver and Tidwell, L.L.P.

WEAVER AND TIDWELL, L.L.P.

Austin, Texas
August 26, 2022

EX-23.2 4 ex23-2.htm

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2021 with respect to the audited consolidated financial statements of Sanara MedTech Inc. for the year ended December 31, 2020.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

August 26, 2022

EX-99.2 5 ex99-2.htm

Exhibit 99.2

FORM OF NON-QUALIFIED STOCK OPTION GRANT
NOTICE UNDER THE PRECISION HEALING INC.

2020 STOCK OPTION AND GRANT PLAN

Pursuant to the Precision Healing Inc. 2020 Stock Option and Grant Plan (the “Plan”), Precision Healing Inc., a Delaware corporation (together with any successor thereto, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock of the Company, $0.0001 par value per share (“Common Stock”), indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”), the attached Non-Qualified Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

Name of Optionee:		___________ (the “Optionee”)

No. of Shares:		___________ Shares of Common Stock

Grant Date:		______________ (the “Grant Date”)

Vesting Commencement Date:		____________ (the “Vesting Commencement Date”)

Expiration Date:		________________ (the “Expiration Date”)

Option Exercise Price/Share:		$__________ (the “Option Exercise Price”)

Vesting Schedule:		Twenty five percent (25%) of the Shares shall vest and become exercisable on the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining seventy five percent (75%) of the Shares shall vest and become exercisable in 36 equal monthly installments following the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan; provided, however, one-hundred percent (100%) of the unvested shares shall become fully vested and exercisable upon the consummation of such Sale Event; provided that the Optionee continues to have a Service Relationship with the Company as of such time of the Sale Event.

Attachments:		Non-Qualified Stock Option Agreement, 2020 Stock Option and Grant Plan

FORM OF NON-QUALIFIED STOCK OPTION
AGREEMENT UNDER THE PRECISION HEALING

INC. 2020 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1. Vesting, Exercisability and Termination.

(a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below:

(i) This Stock Option shall initially be unvested and unexercisable.

(ii) This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

(c) Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i) Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of twelve (12) months from the date of death or Disability or until the Expiration Date, if earlier.

(ii) Other Termination. If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of ninety (90) days from the date of termination or until the Expiration Date, if earlier; provided, however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees and any Permitted Transferee. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

2. Exercise of Stock Option.

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable. Such notice shall specify the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4. Transferability of Stock Option. This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

5. Restrictions on Transfer of Shares. The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan.

6. Miscellaneous Provisions.

(a) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

(c) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(e) Headings. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g) Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(i) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(j) Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7. Dispute Resolution.

(a) Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 through 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Boston, Massachusetts.

(b) The arbitration shall commence within sixty (60) days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six (6) months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c) The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d) Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given. Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

8. Waiver of Statutory Information Rights. The Optionee understands and agrees that, but for the waiver made herein, the Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee under any other written agreement between the Optionee and the Company.

(signature page follows)

IN WITNESS WHEREOF, the Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first written above.

	PRECISION HEALING INC.

	By:
	Name:
	Title:

	Address:

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 8 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first written above.

	OPTIONEE:

	By:
	Name:

	Address:




	SPOUSAL CONSENT (if applicable)¹:

	I acknowledge that I have read the foregoing Agreement and understand the contents thereof.

¹Spousal consent recommended only if Optionee’s state of residence is one of the following community property states: AZ, CA, ID, LA, NV, NM, TX, WA and WI.

Appendix A

STOCK OPTION EXERCISE NOTICE

Precision Healing Inc.

Attention: President

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Precision Healing Inc. (the “Company”) dated _____________(the “Agreement”) under the Precision Healing Inc. 2020 Stock Option and Grant Plan, I, [Insert Name]________________, hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $ ___________representing the purchase price for [Fill in number of Shares] ____________Shares. I have chosen the following form(s) of payment:

[__]	1.	Cash
[__]	2.	Certified or bank check payable to Precision Healing Inc.
[__]	3.	Other (as referenced in the Agreement and described in the Plan (please describe)): __________________________________.

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

A-1

(vi) I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix) I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

(x) I understand and agree to the waiver of statutory information rights as set forth in Section 8 of the Agreement.

	Sincerely yours,

	By:
	Name:

	Address:




	Date:

A-2

EX-99.3 6 ex99-3.htm

Exhibit 99.3

FORM OF INCENTIVE STOCK OPTION GRANT
NOTICE UNDER THE PRECISION HEALING INC.

2020 STOCK OPTION AND GRANT PLAN

Pursuant to the Precision Healing Inc. 2020 Stock Option and Grant Plan (the “Plan”), Precision Healing Inc., a Delaware corporation (together with any successor thereto, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock of the Company, $0.0001 par value per share (“Common Stock”), indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Grant Notice (the “Grant Notice”), the attached Incentive Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option.

Name of Optionee:		___________ (the “Optionee”)

No. of Shares:		___________ Shares of Common Stock

Grant Date:		______________ (the “Grant Date”)

Vesting Commencement Date:		____________ (the “Vesting Commencement Date”)

Expiration Date:		________________ (the “Expiration Date”)

Option Exercise Price/Share:		$__________ (the “Option Exercise Price”)

Vesting Schedule:		Twenty five percent (25%) of the Shares shall vest and become exercisable on the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining seventy five percent (75%) of the Shares shall vest and become exercisable in 36 equal monthly installments following the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan; provided, however, one-hundred percent (100%) of the unvested shares shall become fully vested and exercisable upon the consummation of such Sale Event; provided that the Optionee continues to have a Service Relationship with the Company as of such time of the Sale Event.

Attachments:		Incentive Stock Option Agreement, 2020 Stock Option and Grant Plan

FORM OF INCENTIVE STOCK OPTION
AGREEMENT UNDER THE PRECISION HEALING

INC. 2020 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1. Vesting, Exercisability and Termination.

(a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(i) This Stock Option shall initially be unvested and unexercisable.

(ii) This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

(d) It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three (3) months after termination of employment as an employee (or twelve (12) months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options.

2. Exercise of Stock Option.

(b) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

6. Miscellaneous Provisions.

7. Dispute Resolution.

(signature page follows)

IN WITNESS WHEREOF, the Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first written above.

	PRECISION HEALING INC.

	By:
	Name:
	Title:

	Address:

	OPTIONEE:

	By:
	Name:

	Address:




	SPOUSAL CONSENT (if applicable)¹:

	I acknowledge that I have read the foregoing Agreement and understand the contents thereof.

¹Spousal consent recommended only if Optionee’s state of residence is one of the following community property states: AZ, CA, ID, LA, NV, NM, TX, WA and WI.

Appendix A

STOCK OPTION EXERCISE NOTICE

Precision Healing Inc.

Attention: President

[__]	1.	Cash
[__]	2.	Certified or bank check payable to Precision Healing Inc.
[__]	3.	Other (as referenced in the Agreement and described in the Plan (please describe)): __________________________________.

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

A-1

(vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(x) I understand and agree to the waiver of statutory information rights as set forth in Section 8 of the Agreement.

	Sincerely yours,

	By:
	Name:

	Address:




	Date:

A-2

EX-99.5 7 ex99-5.htm

Exhibit 99.5

NEITHER THIS WARRANT NOR THE SHARES (AS DEFINED BELOW) OF THE COMPANY ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

WOUND MANAGEMENT TECHNOLOGIES, Inc.

Void after December 31, 2022

December 31, 2017

THIS CERTIFIES THAT, for value received, _________________, or his registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), ______________ (________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Wound Management Technologies, Inc., a Texas corporation (the “Company”), at an exercise price of $_____ per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).

1. EXERCISE OF WARRANT

The terms and conditions upon which this Warrant may be exercised, and the Shares covered hereby may be purchased, are as follows:

1.1 Exercise Period and Vesting.

(a) Holder is only entitled to exercise the portion of this Warrant that has vested. The exercise period for any vested portion of this Warrant is the period beginning on the date that such portion has vested as provided below and ending at 5:00 p.m., Fort Worth, Texas time, on December 31, 2022, (the “Exercise Period”). This Warrant shall vest and become exercisable in three annual installments as follows: (i) one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on December 31, 2018; (ii) an additional one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on December 31, 2019; and (iii) the remaining Shares shall vest and become exercisable on December 31, 2020. Notwithstanding anything in this Warrant to the contrary: (i) this Warrant shall cease to vest at such time as Holder ceases to be an employee of the Company, (except if Holder is at least 64 years of age and retires from the Company in good standing), and all of the unvested portion of this Warrant as of the date that Holder ceases to be an employee of the Company (the “Employment Cessation Date”) shall be deemed to be canceled and forfeited; (ii) this Warrant will terminate automatically and immediately upon the expiration of the Exercise Period; and (iii) this Warrant shall immediately vest with respect to 100% of the Shares if, during the Exercise Period and prior to the Employment Cessation Date, the Company consummates a transaction resulting in a Change in Control of the Company.

(b) If this Warrant has vested during the Exercise Period, then at any time during the Exercise Period following such vesting, Holder may exercise the vested portion of this Warrant by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Chief Executive Officer of the Company at the Company’s offices in Fort Worth, Texas; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the Shares being purchased.

	(i)	One person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided, that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

	(ii)	One person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of the Company;

	(iii)	A majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

	(iv)	One person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).

1.2 Issuance of Shares and New Warrant. Certificates for Shares purchased hereunder shall be delivered by the Company to Holder as soon as possible after delivery by Holder to the Company of the items described in Section 1.1 above; provided, however, if the Company has appointed a transfer agent for the Common Stock, then certificates for Shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 trading days from the delivery to the Company of the Notice of Exercise form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Share Delivery Date’). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1.5 below prior to the issuance of such Shares, have been paid.

1.3 Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

1.4 No Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant. As to any fraction of a Share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

1.5 Charges. Taxes and Expenses. Issuance of certificates for Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

2. TRANSFERS

2.1 Transferability Subject to compliance with any applicable securities laws and the conditions set forth in Sections 2.4, 5 and 6.1 below, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with the appropriate form of Assignment, as attached hereto, duly executed by the Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued.

2.2 New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 2.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

2.3 Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

2.4 Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

3. ANTIDILUTION PROVISIONS

The provisions of this Section 3 shall apply in the event that any of the events described in this Section 3 shall occur with respect to the Shares at any time on or after the original issuance date of this Warrant:

3.1 Splits and Combinations. If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant shall, after that subdivision or combination, evidence the right to purchase the number of shares that would have been issuable as a result of that change with respect to the Shares which were purchasable under this Warrant immediately before that subdivision or combination. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Exercise Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares, the Exercise Price then in effect immediately before that combination shall be proportionately increased. Any adjustment under this Section shall become effective at the time that such subdivision or combination becomes effective.

3.2 Reclassification, Exchange and Substitution. If the Shares issuable upon exercise of this Warrant shall be changed into the same or a different number of securities of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Holder of this Warrant shall, on its exercise, be entitled to purchase for the same aggregate consideration, in lieu of the Shares which the Holder would have become entitled to purchase but for such change, the number of securities of such other class or classes of stock equivalent to the number of Shares that would have been subject to purchase by the Holder on exercise of this Warrant immediately before that change.

3.3 Reorganizations, Mergers, Consolidations or Sale of Assets. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another person, (iv) sale of all or substantially all of the Company’s assets to another person or (v) other similar transaction (other than any such transaction covered by Section 3.2), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company to which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such transaction if this Warrant had been exercised immediately before such transaction. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the transaction to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that transaction upon exercise of this Warrant.

3.4 Distributions. In the event the Company should at any time prior to the expiration of this Warrant fix a record date for the determination of the holders of shares entitled to receive a distribution payable in additional shares of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “Share Equivalents”) without payment of any consideration by such holder for the additional shares (including the additional shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased and the number of Shares issuable upon exercise of the Warrant shall be appropriately increased in proportion to such increase of outstanding shares.

3.5 Adjustments of Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 3.4 above, then, in each such case for the purpose of this Section 3.5, upon exercise of this Warrant the Holder hereof shall be entitled to a proportionate share of any such distribution as though such Holder was the holder of the number of Shares into which this Warrant may be exercised as of the record date fixed for the determination of the holders of shares entitled to receive such distribution.

3.6 Certificate as to Adjustments. In the case of each adjustment or readjustment of the Exercise Price pursuant to this Section 3, the Company will promptly compute such adjustment or readjustment in accordance with the terms hereof and cause a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, to be delivered to the Holder of this Warrant. The Company will, upon the written request at any time of the Holder of this Warrant, furnish or cause to be furnished to such Holder a certificate setting forth: (a) such adjustments and readjustments; (b) the Exercise Price at the time in effect; and (c) the number of Shares issuable upon exercise of the Warrant and the amount, if any, of other property at the time receivable upon the exercise of the Warrant.

3.7 Reservation of Shares Issuable Upon Exercise. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the exercise of this Warrant such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of this Warrant and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies as shall be available to the Holder of this Warrant, the Company will use its best efforts to take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

4. RIGHTS PRIOR TO EXERCISE OF WARRANT

This Warrant does not entitle the Holder to any of the rights of a shareholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) the Company shall make any distribution (other than a cash distribution) to the holders of shares of Common Stock; (b) the Company shall offer to all of the holders of shares of Common Stock any additional shares or Share Equivalents or any right to subscribe for or purchase any thereof; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or lease of all or substantially all of its property, assets, and business as an entirety) shall be proposed and action by the Company with respect thereto has been approved by the Company’s Board of Directors (each, a “Material Action”), the Company shall give notice in writing of such Material Action to the Holder at its last address as it shall appear on the Company’s records at least twenty (20) days’ prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividends, distribution, or subscription rights, or for the determination of shareholders entitled to vote on the Material Action. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of the Material Action.

5. RESTRICTED SECURITIES

The Holder acknowledges that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. In order to enable the Company to comply with the Securities Act and applicable state laws, the Company may require the Holder as a condition of the transfer or exercise of this Warrant, to give written assurance satisfactory to the Company that the Warrant, or in the case of an exercise hereof the Shares subject to this Warrant, are being acquired for his or her own account, for investment only, with no view to the distribution of the same, and that any disposition of all or any portion of this Warrant or the Shares issuable upon the due exercise of this Warrant shall not be made, unless made in compliance with the requirements of the Securities Act and applicable securities laws of any State or other jurisdiction. Holder acknowledges that this Warrant is, and each of the Shares issuable upon the due exercise hereof will be, a restricted security, and that the certificates evidencing securities issued to the Holder upon exercise of this Warrant will bear a legend substantially similar to the legend set forth on the front page of this Warrant.

6. MISCELLANEOUS

6.1 Title to Warrant. During the Exercise Period, and subject to compliance with applicable laws and Section 2.4 above, this Warrant and all rights hereunder are transferable, in whole or in part, at the office of the Company by the Holder, upon surrender of this Warrant together with the appropriate Assignment form attached hereto properly endorsed. To the extent Section 2.4 above is applicable, the transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company, if required by the Company.

6.2 Loss Theft Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

6.3 Saturdays, Sundays, Holidays, Etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

6.4 Non-Waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate upon expiration of the Exercise Period. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise; enforcing any of its rights, powers or remedies hereunder.

6.5 Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

6.6 Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

6.7 Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Shares.

6.8 Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

6.9 Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

6.10 Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

6.11 Notices. All notices, requests, demands and other communications under this Warrant shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the date of mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: if to the Holder, at his address as shown in the Company records; and if to the Company, at 1200 Summit Ave, Suite 414, Fort Worth, Texas 76102, attention: Chief Financial Officer. Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

6.12 Governing Law. This Warrant and any dispute, disagreement or issue of construction of interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Texas without regard to conflicts of law.

EXECUTED as of the date first set forth above.

	WOUND MANAGEMENT TECHNOLOGIES, INC.

	By:
	Printed:
	Title:

NOTICE OF EXERCISE

TO:	WOUND MANAGEMENT TECHNOLOGIES, INC.

(1) The undersigned hereby elects to purchase __________ Shares (the “Exercised Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the aggregate Exercise Price for the Exercised Shares, together with all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing the Exercised Shares in the name of the undersigned or in such other name as is specified below:

__________________________________

The Exercised Shares shall be delivered to the following:

__________________________________

(3) All terms used herein but not otherwise defined shall have the meanings ascribed thereto in the attached Warrant.

Date: ________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

ASSIGNMENT

FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint __________________________, attorney, to transfer the said Warrant on the books of the within named Company.

Dated: ________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _______________________________ that portion of the within Warrant and the rights evidenced thereby which will an the date hereof entitle the holder to purchase __________ shares of Common Stock of Wound Management Technologies, Inc., and does hereby irrevocably constitute and appoint __________________________ and ______________________, or either of them, attorney, to transfer that part of the said Warrant on the books of the within named Company.

Dated: _________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

AMENDMENT AND JOINDER AGREEMENT

THIS AMENDMENT AND JOINDER AGREEMENT (this “Amendment”) is dated as of June __, 2022 (the “Effective Date”) and is entered into by and between ____________ (the “Participant”) and Sanara MedTech Inc., a Texas corporation (the “Company”), for the purpose of amending that certain Warrant to Purchase Shares of Common Stock of Wound Management Technologies, Inc., dated __________, by and between the Participant and the Company, as successor in interest to Wound Management Technologies, Inc. (the “Award Agreement”). The Participant and the Company are referred to herein collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Plan (defined below).

WHEREAS, the Company sponsors and maintains the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan (the “Plan”) for its eligible officers, employees, consultants, and directors;

Whereas, pursuant to the Award Agreement, the Company previously awarded the Participant an option to acquire up to ___________ Common Shares at an Exercise Price equal to $________ (the “Option Award”);

WHEREAS, the Parties mutually intended for the Option Award to be granted under and pursuant to the Plan and have each, at all relevant times, treated and accounted for the Option Award as being so granted;

WHEREAS, the Option Award, as originally granted, meets all of the material terms and conditions to be a Stock Option under the Plan; and

WHEREAS, Section 6.8 of the Award Agreement provides that it may only be modified, amended, or waived by the written consent of the Parties, and the Parties now mutually desire to amend the Award Agreement to resolve any ambiguity as to the status of the Option Award as being granted as a Stock Option under and pursuant to the Plan.

NOW, THEREFORE, pursuant to Section 6.8 of the Award Agreement, in consideration of the mutual promises, conditions, and covenants contained herein and in the Award Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:

1. Effective as of the Effective Date, the terms and conditions of the Plan are hereby incorporated by reference into the Award Agreement, and for all intents and purposes of the Award Agreement, Participant shall be a “Participant” as defined herein and in the Plan.

2. The Participant acknowledges, understands, and agrees that he or she has received and reviewed a complete copy of the Plan and agrees that upon execution of this Amendment, the Option Award and the Participant’s eligibility to acquire Common Shares shall, in addition to the Award Agreement, be governed by the terms and conditions of the Plan.

3. In the event of a conflict between the terms and conditions of the Plan and the Award Agreement, the terms and conditions of the Plan shall control. Notwithstanding the foregoing, in the event the application of the terms and conditions of the Plan in lieu of those in the Award Agreement would result in a modification of any material term or condition of the Award Agreement (including, without limitation, the number of Common Shares subject to the Option Award, the exercise price, the exercise period, or the Option Award’s term) or would result in any additional benefit granted to the Participant, in either case, for purposes of Section 409A or 424 of the Code, then in such instances the terms and conditions of the Award Agreement shall control.

4. Except as expressly amended by this Amendment, the Award Agreement shall continue in full force and effect in accordance with the provisions thereof.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, taken together, shall constitute a single agreement.

********

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment, effective as of the Effective Date.

	Sanara medtech inc.:

	By:
	Name:
	Title:

	Participant:


	Name:

EX-99.6 8 ex99-6.htm

Exhibit 99.6

WARRANT TO PURCHASE SHARES OF COMMON STOCK

WOUND MANAGEMENT TECHNOLOGIES, Inc.

Void after April 13, 2022

April 13, 2018

1. EXERCISE OF WARRANT

The terms and conditions upon which this Warrant may be exercised, and the Shares covered hereby may be purchased, are as follows:

1.1 Exercise Period and Vesting.

(a) Holder is only entitled to exercise the portion of this Warrant that has vested. The exercise period for any vested portion of this Warrant is the period beginning on the date that such portion has vested as provided below and ending at 5:00 p.m., Fort Worth, Texas time, on April 13, 2023, (the “Exercise Period”). This Warrant shall vest and become exercisable in three annual installments as follows: (i) one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on April 13, 2019; (ii) an additional one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on April 13, 2020; and (iii) the remaining Shares shall vest and become exercisable on April 13, 2021. Notwithstanding anything in this Warrant to the contrary: (i) this Warrant shall cease to vest at such time as Holder ceases to be an employee of the Company, (except if Holder is at least 64 years of age and retires from the Company in good standing), and all of the unvested portion of this Warrant as of the date that Holder ceases to be an employee of the Company (the “Employment Cessation Date”) shall be deemed to be canceled and forfeited; (ii) this Warrant will terminate automatically and immediately upon the expiration of the Exercise Period; and (iii) this Warrant shall immediately vest with respect to 100% of the Shares if, during the Exercise Period and prior to the Employment Cessation Date, the Company consummates a transaction resulting in a Change in Control of the Company.

	(i)	One person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided, that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

	(ii)	One person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of the Company;

	(iii)	A majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

	(iv)	One person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).

2. TRANSFERS

3. ANTIDILUTION PROVISIONS

4. RIGHTS PRIOR TO EXERCISE OF WARRANT

5. RESTRICTED SECURITIES

6. MISCELLANEOUS

6.8 Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

6.10 Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

EXECUTED as of the date first set forth above.

	WOUND MANAGEMENT TECHNOLOGIES, INC.

	By:
	Printed:
	Title:

NOTICE OF EXERCISE

TO:	WOUND MANAGEMENT TECHNOLOGIES, INC.

(2) Please issue a certificate or certificates representing the Exercised Shares in the name of the undersigned or in such other name as is specified below:

__________________________________

The Exercised Shares shall be delivered to the following:

__________________________________

(3) All terms used herein but not otherwise defined shall have the meanings ascribed thereto in the attached Warrant.

Date: ________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

ASSIGNMENT

Dated: ________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

PARTIAL ASSIGNMENT

Dated: _________________________.

	If an individual:


	Printed:

	If a legal entity:


	(type in name)

	By:
	Printed:
	Title:

AMENDMENT AND JOINDER AGREEMENT

WHEREAS, the Parties mutually intended for the Option Award to be granted under and pursuant to the Plan, the Board approval granting the Option Award provided that such award was being made pursuant to the Plan, and the Parties have each, at all relevant times, treated and accounted for the Option Award as being so granted;

WHEREAS, the Option Award, as originally granted, meets all of the material terms and conditions to be a Stock Option under the Plan; and

4. Except as expressly amended by this Amendment, the Award Agreement shall continue in full force and effect in accordance with the provisions thereof.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, taken together, shall constitute a single agreement.

********

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment, effective as of the Effective Date.

	Sanara medtech inc.:

	By:
	Name:
	Title:

	Participant:


	Name:

EX-FILING FEES 9 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

Sanara MedTech Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered⁽¹⁾⁽²⁾		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee⁽³⁾
Equity	Common Stock, par value $0.001 per share⁽⁴⁾	Other		104,007	$	12.02	$	1,250,164.14	$92.70 per $1,000,000	$	115.89
Equity	Common Stock, par value $0.001 per share⁽⁴⁾	Other		40,184	$	7.32	$	294,146.88	$92.70 per $1,000,000	$	27.27
Equity	Common Stock, par value $0.001 per share⁽⁵⁾	Other		11,500	$	6.00	$	69,000.00	$92.70 per $1,000,000	$	6.39
Total Offering Amounts							$	1,613,311.02		$	149.55
Total Fee Offsets										$	0.00
Net Fee Due										$	149.55

	(1)	The Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates registers (i) 11,500 shares of common stock, par value $0.001 per share (“Common Stock”), of Sanara MedTech Inc. (the “Company”) issuable pursuant to the exercise of stock options issued under the Sanara MedTech Inc. Restated 2014 Omnibus Long Term Incentive Plan (the “2014 LTIP”) and (ii) 144,191 shares of Common Stock issuable upon exercise of stock options outstanding under the Precision Healing Inc. 2020 Stock Option and Grant Plan (the “Precision Healing Plan”) and assumed by the Company on April 4, 2022 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, United Wound and Skin Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Precision Healing Inc., a Delaware corporation, PH Merger Sub I, Inc., a Delaware corporation, PH Merger Sub II, LLC, a Delaware limited liability company, and Furneaux Capital Holdco, LLC (d/b/a BlueIO), solely in its capacity as the representative of the securityholders of Precision Healing.

	(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares registered under the Registration Statement also includes an indeterminable number of shares of Common Stock as may be issued in connection with stock splits, stock dividends or similar transactions.

	(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act.

	(4)	Represents shares of Common Stock issuable upon exercise of stock options outstanding under the Precision Healing Plan and assumed by the Company pursuant to the Merger Agreement.

	(5)	Represents shares of Common Stock issuable pursuant to the exercise of stock options issued under the 2014 LTIP.

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