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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SANARA MEDTECH INC.
(Exact name of registrant as specified in its
charter)
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Texas
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59-2219994
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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1200
Summit Ave, Suite 414, Fort Worth, Texas
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76102
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, $0.001 par value
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The Nasdaq Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c) or (e), check the following box.
[x]
If this
form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) or (e), check the following box. [
]
If this
form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
[ ]
Securities
Act registration statement or Regulation A offering statement file
number to which this form relates (if applicable): Not
Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be
Registered.
This
Registration Statement on Form 8-A registers the common stock, par
value $0.001 per share, of Sanara MedTech Inc. (the
“Company,” “we,” “us,” or
“our”) under Section 12(b) of the Securities Exchange
Act of 1934, as amended, in connection with our application for
listing of our common stock on The Nasdaq Stock Market
LLC.
The
following descriptions of our capital stock and certain provisions
of our Certificate of Formation and bylaws are summaries and are
qualified by reference to the complete copies of our Certificate of
Formation and bylaws. Copies of these documents have been filed
with the Securities and Exchange Commission (the “SEC”)
as exhibits to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019.
We have authorized 22,000,000 shares of capital
stock, 20,000,000 of which are designated as common stock, par
value $0.001 per share, and 2,000,000 of which are designated as
preferred stock, par value $10.00 per share. On October 28, 2020,
there were 6,293,968 shares of
common stock issued and outstanding and no shares of preferred
stock issued and outstanding.
Common Stock
Voting Rights
Holders
of shares of common stock are entitled to one vote for each share
held of record on all matters to be voted on by shareholders.
Except as otherwise provided by law, matters other than election of
directors require the affirmative vote of the holders of a majority
of shares entitled to vote thereon. Holders of our common stock do
not have any cumulative voting rights, which means that a plurality
of the shares voted can elect all of the directors then standing
for election. Holders of common stock vote together as a single
class.
Dividend Rights
Subject
to preferential dividend rights of any other class or series of
stock, the holders of shares of common stock are entitled to
receive dividends, including dividends of equity, as and when
declared by our board of directors, subject to any limitations
applicable by law and to the rights of the holders, if any, of our
preferred stock. Our board of directors is not obligated to declare
a dividend.
Liquidation Rights
Upon
our liquidation, dissolution or winding-up, the holders of our
common stock will be entitled to share equally, identically and
ratably in all assets remaining, subject to the prior satisfaction
of all outstanding debt and liabilities and the preferential rights
and payment of liquidation preferences, if any, on any outstanding
shares of preferred stock.
Other Rights and Preferences
Subject
to the preferential rights of any other class or series of stock,
all shares of common stock have equal dividend, distribution,
liquidation and other rights, and have no preference, appraisal or
exchange rights, except for any appraisal rights provided by Texas
law. Furthermore, holders of common stock have no conversion,
sinking fund or redemption rights, or preemptive rights to
subscribe for any of our securities.
The
rights, powers, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights
of holders of shares of any series of preferred stock which we may
designate and issue in the future.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Securities
Transfer Corporation, Plano, Texas.
Preferred Stock
General
Our
board of directors is authorized, subject to limitations prescribed
by Texas law, to issue up to 2,000,000 shares of preferred stock in
one or more series, to establish from time to time the number of
shares to be included in each series, and to fix the designation,
powers, preferences, and rights of the shares of each series and
any of its qualifications, limitations, or restrictions, in each
case without further vote or action by our shareholders. Our board
of directors can also increase or decrease the number of shares of
any series of preferred stock, but not below the number of shares
of that series then outstanding, without any further vote or action
by our shareholders. Our board of directors may authorize the
issuance of preferred stock with voting or conversion rights that
could adversely affect the voting power or other rights of the
holders of our common stock. The issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and
other corporate purposes, could, among other things, have the
effect of delaying, deferring, or preventing a change in control of
our company and might adversely affect the market price of our
common stock and the voting and other rights of the holders of our
common stock.
Series F Convertible Preferred Stock
Number, Rank,
Dividends. On March 14, 2019,
our board of directors designated 1,200,000 shares as Series F
Convertible Preferred Stock, and on March 15, 2019, we issued
1,136,815 shares of Series F Convertible Preferred Stock. On
February 7, 2020, the 1,136,815 outstanding shares of Series F
Convertible Preferred Stock were converted into 2,273,630 shares of
our common stock. As of October 28, 2020, there were 63,185 shares
of Series F Convertible Preferred Stock available for issuance and
no shares of Series F Convertible Preferred Stock outstanding.
Shares of Series F Convertible Preferred Stock rank prior to the
payment of dividends and the distribution of assets upon our
liquidation or winding up of the Company. Each share of Series F
Convertible Preferred Stock is entitled to the amount of
dividends payable on two shares of common stock, and upon
the liquidation or winding up of the Company an amount equal to
$5.00 per share of Series F
Convertible Preferred Stock.
Conversion. Each share of Series F Convertible Preferred
Stock is presently convertible at any time at the option of the
holder into two shares of common stock for each full share of
Series F Convertible Preferred Stock held. If we pay a dividend or
distribution on our common stock in shares of common stock, or
subdivide or combine our outstanding common stock, then we will
adjust the conversion rate of the Series F Convertible Preferred
Stock so that thereafter upon conversion the holder of the Series F
Convertible Preferred Stock will be entitled to receive the number
of shares of common stock receivable as if the conversion had been
made prior to such event.
In
the case of any reclassification of the Company’s common
stock, or a merger, consolidation or sale of substantially all of
our assets, or any compulsory share exchange in which common stock
is converted into other securities, cash or other property, then as
part of the terms of such transaction each share of Series F
Convertible Preferred Stock then outstanding would have the right
to convert such share only into the kind and amount of securities,
cash and other property receivable upon such reclassification,
consolidation, merger, sale, or share exchange by a holder of the
number of shares of our common stock into which such share of
Series F Convertible Preferred Stock might have been
converted.
Voting. The holder of each share of Series F Convertible
Preferred Stock is entitled to vote on all matters submitted for a
vote of our shareholders. Each share entitles the holder to the
number of votes equal to the number of shares of common stock into
which the Series F Convertible Preferred Stock could be converted
at the record date for determination of the shareholders entitled
to vote on the matter, with the votes being counted together with
the votes of the holders of common stock.
Texas Anti-Takeover Law and Provisions of our Restated Certificate
of Formation and Bylaws
A
number of provisions of Texas law, our Certificate of Formation and
our bylaws could have an anti-takeover effect and make more
difficult the acquisition of the Company by means of a tender
offer, a proxy contest or otherwise and the removal of our
directors or management. These provisions are intended to
discourage coercive takeover practices and inadequate takeover bids
and to encourage persons seeking to acquire control of the Company
to negotiate first with our board of directors.
We
are subject to the provisions of Title 2, Chapter 21, Subchapter M
of the Texas Business Organizations Code (“TBOC”),
which provides that a Texas corporation that qualifies as an
“issuing public corporation” (as defined in the TBOC)
may not engage in specified types of business combinations,
including mergers, consolidations and asset sales, with a person,
or an affiliate or associate of that person, who is an
“affiliated shareholder.” The restrictions in Title 2,
Chapter 21, Subchapter M of the TBOC do not apply to corporations
that have elected, in the manner provided under the TBOC, not to be
subject to such provisions. Our Certificate of Formation
affirmatively states that the Company elects not to be governed by
such provisions, and neither our Certificate of Formation nor
bylaws provide a similar restriction on business
combinations.
However, provisions of our Certificate of Formation and bylaws may
delay or discourage transactions involving an actual or potential
change in our control or change in our management, including
transactions in which shareholders might otherwise receive a
premium for their shares, or transactions that our shareholders
might otherwise deem to be in their best interests. Therefore,
these provisions could adversely affect the price of our common
stock. Among other things, for example, our Certificate of
Formation and bylaws:
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do
not provide for cumulative voting rights (therefore allowing the
holders of a majority of the shares of common stock entitled to
vote in any election of directors to elect all of the directors
standing for election, if they should so choose);
●
empower
our board of directors, without shareholder approval, to issue our
preferred stock, the terms of which, including voting power, are
set by our board of directors;
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require
that special meetings of the shareholders be called by the Chairman
of the board of directors, the President or the board of directors,
or by the holders of not less than ten percent (10%) of all the
shares issued, outstanding and entitled to vote;
●
permit
our board of directors to alter, amend or repeal our bylaws or to
adopt new bylaws; and
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enable
our board of directors to increase the number of persons serving as
directors and to fill vacancies created as a result of the increase
by a majority vote of the directors present at a meeting of
directors.
Indemnification of Directors and Officers
Pursuant
to the TBOC, a corporation has the power to indemnify its directors
and officers against judgments and certain expenses other than
judgments that are actually and reasonably incurred in connection
with a proceeding, provided that there is a determination that the
individual acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable
cause to believe the individual’s conduct was unlawful. Such
determination will be made, in the case of an individual who is a
director or officer at the time of such determination:
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by
a majority of the disinterested and independent directors, even
though less than a quorum;
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by
a majority vote of a committee of the directors if the committee is
designated by a majority vote of the directors, who at the time of
the vote are disinterested and independent, even though less than a
quorum, and is composed solely of one or more directors who are
disinterested and independent;
●
by
special legal counsel selected by the directors, or selected by a
committee of the directors as described in the preceding two
subparts above;
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by
the owners or members of the corporation in a vote that excludes
the ownership or membership interests held by each director who is
not disinterested and independent; or
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by
a unanimous vote of the owners or members of the
corporation.
No
indemnification may be made in respect of any proceeding in which
such individual is liable to the corporation or improperly received
a personal benefit and is found liable for willful misconduct,
breach of the duty of loyalty owned to the corporation, or an act
or omission deemed not to be committed in good faith.
The
TBOC requires indemnification of directors and officers for
reasonable expenses relating to a wholly successful defense on the
merits or otherwise in defense of a proceeding.
The
TBOC permits a corporation to advance expenses relating to the
defense of any proceeding to directors and officers, contingent
upon, among other things, such individuals’ commitment to
repay any advances unless it is determined ultimately that such
individuals are entitled to be indemnified.
Our
Certificate of Formation and bylaws provide for indemnification by
us of our directors and officers to the fullest extent permitted by
Texas Law.
Limitation of Personal Liability of Directors
Our
Certificate of Formation provides that our directors will not be
personally liable to us or any of our shareholders for monetary
damages for an act or omission in the director's capacity as a
director to the fullest extent permitted by Texas law.
The
TBOC provides that a corporation’s certificate of formation
may include a provision limiting the personal liability of a
director to the corporation or its shareholders for monetary
damages for an act or omission as a director. However, no such
provision can eliminate or limit the liability of a director
for:
●
any
breach of the director’s duty of loyalty to the corporation
or its shareholders;
●
acts
or omissions not in good faith or that constitute a breach of a
duty owed to the corporation or involve intentional misconduct or a
knowing violation of the law;
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violation
of certain provisions of the Texas Law; or
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any
transaction from which the director received an improper
benefit.
Item 2. Exhibits.
Under
the “Instructions as to Exhibits” section of Form 8-A,
no exhibits are required to be filed because no other securities of
the Company are to be registered on The Nasdaq Stock Market LLC and
the securities to be registered hereby are not being registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended.
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
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SANARA
MEDTECH INC.
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Date: October 29,
2020
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By:
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/s/ Michael D.
McNeil
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Name: Michael D.
McNeil
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Title:
Chief
Financial Officer
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