DEF 14A of Sanara MedTech Inc., Apr 17, 2026

DEF 14A of Sanara MedTech Inc.

Filed Apr 17, 2026 · FY20250001493152-26-017156

Open on EDGAR

  1. Who can help answer my questions?

    Who can help answer my questions? The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions or need additional materials, please feel free to contact our Controller, Ashley Mackey, at (817) 529-2300. PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, our shareholders will consider and vote upon the election of the Director Nominees (as defined below) to serve as directors. If elected, each Director Nominee will serve for a one-year term expiring at our 2027 annual meeting of shareholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal. The Board has nominated nine directors, Seth D. Yon, Ronald T. Nixon, Robert A. DeSutter, Roszell Mack III, Eric D. Major, Keith G. Myers, Sara N. Ortwein, Ann Beal Salamone and Eric D. Tanzberger for election at the Annual Meeting by the shareholders (collectively, the “Director Nominees” and each, a “Director Nominee”). If a quorum is present, the Director Nominees will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares entitled to vote on the election of directors. Abstentions and broker non-votes have no effect on the vote. The Director Nominees receiving the highest number of affirmative votes will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine Director Nominees. Should any Director Nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Each Director Nominee has agreed to serve, if elected, and the Board has no reason to believe that any Director Nominee will be unable to serve. The Board believes that each Director Nominee possesses personal and professional integrity, good judgment, a high level of ability and business acumen. Directors and Director Nominees The following table sets forth the name, position, age and year first elected for the directors currently serving on our Board, all of whom are also Director Nominees:

  2. Who can help answer my questions?

    | Name | Position and Offices | Age | Year First Elected | | Seth D. Yon | President, Chief Executive Officer and Director | 51 | 2025(1) | | Ronald T. Nixon | Executive Chairman | 70 | 2019 | | Robert A. DeSutter | Director | 57 | 2020 | | Roszell Mack III | Director | 59 | 2022 | | Eric D. Major | Director | 56 | 2023 | | Keith G. Myers | Director | 66 | 2024 | | Sara N. Ortwein | Director | 67 | 2020 | | Ann Beal Salamone | Director | 75 | 2019 | | Eric D. Tanzberger | Director | 57 | 2022 |

  3. Who can help answer my questions?

    | (1) On August 29, 2025, the Board appointed Seth D. Yon as the President and Chief Executive Officer of the Company, increased the size of the Board from eight directors to nine directors and appointed Mr. Yon to the Board to fill the vacancy created by the increase in the size of the Board, in each case, effective as of September 15, 2025. |

  4. Who can help answer my questions?

    The biographies of our current directors, all of whom are also Director Nominees, are as follows: Seth D. Yon, age 51, has served as the Company’s President and Chief Executive Officer since September 2025 and a director of the Company since September 2025. Mr. Yon has also served as President and Chief Commercial Officer since April 2025 and President, Commercial since August 2023. From 2018 to 2023, in his previous roles as the Company’s Director of Sales, National Sales Director, and Vice President, Commercial, Mr. Yon has been instrumental in expanding the Company’s national reach and impacting its overall growth. Prior to joining the Company in 2018, Mr. Yon served as Vice President of Iroquois Industrial Group where he guided multiple divisions in the company in its product offerings to the medical, educational, and automotive industries. Additionally, Mr. Yon was a top sales performer and educational leader for a billion-dollar sales organization. Mr. Yon has a Bachelor of Arts from Grand Valley State University. We believe Mr. Yon’s experience and successful track record with the Company make him a valuable contributor to the Board. Ronald T. Nixon, age 70, has been a director of the Company since March 2019 and has served as Executive Chairman of the Board since May 2019. Mr. Nixon previously served as the Company’s Chief Executive Officer from May 2024 to September 2025. As Executive Chairman, he has been involved in strategic planning, execution and identifying prospective partnerships and acquisition opportunities for the Company. Mr. Nixon is the Founder and Managing Partner of The Catalyst Group, Inc. (“Catalyst”), a private investment firm that provides growth capital and strategic advisory services to private companies. Mr. Nixon serves on the board of directors of a number of private companies, including Superior Plant Rentals LLC, Rochal Industries, LLC (“Rochal”), and Next Level Medical. Mr. Nixon also serves on the Engineering Advisory Board for the Cockrell School of Engineering at the University of Texas at Austin. Mr. Nixon holds a Bachelor’s degree in Mechanical Engineering from the University of Texas at Austin and is a registered professional engineer (inactive) in Texas. We believe that Mr. Nixon’s extensive experience with acquisitions and the capital markets contributes greatly to the composition of the Board and its ability to oversee the Company’s strategic growth strategy. Robert A. DeSutter, age 57, is the Founder and Chief Executive Officer of Great Plains Acquisitions LLC and is an exclusive independent contractor to Piper Sandler healthcare investment banking. Mr. DeSutter has over 33 years of investment banking experience at Piper Sandler and served as Global Group Head from 2003 to 2018. Mr. DeSutter has decades of medical technology experience on numerous buy- and sell-side, friendly and hostile, strategic and financial buyer and public and private deals on a global basis. Mr. DeSutter has completed financing transactions involving public and private equity, convertible debt and senior/sub debt. Mr. DeSutter was an investor and Board member for his family’s sporting goods business, Great Plains Sporting Goods LLC, from 2002 to 2009, which ultimately sold to a public company. Mr. DeSutter is a graduate of the University of Minnesota Carlson School of Management and the University of Virginia’s Darden Graduate School of Business. Mr. DeSutter holds brokerage securities industry licenses: – SIE, 7, 24, 63 and 79. Recognized as a global leader in healthcare investment banking, we believe that Mr. DeSutter is an invaluable contributing member of the Board. Roszell Mack III, age 59, has been the Chief Executive Officer and Managing Member of Mack & Co., LLC, a private investment and independent family office advisory firm since 2010. He also serves as the Chief Executive Officer and Managing Partner of Mack & Co. Partners, LP, a Dallas, Texas-based SEC registered investment adviser. Prior to forming Mack & Co., Mr. Mack co-founded Ascend Venture Group, LLC, a technology focused venture capital firm. Prior to the formation of Ascend, Mr. Mack was an investment banker for more than a decade with Goldman Sachs and Salomon Smith Barney where he worked on the origination, structuring and execution of mergers and acquisitions, capital raising and private placement transactions for institutional clients. Mr. Mack earned a Bachelor of Arts (Engineering Sciences, Chemical) degree from Yale University and a Master of Business Administration degree from Harvard Business School. We believe Mr. Mack’s venture capital, investment banking and other financial expertise make him a valuable contributor to the Board. Eric D. Major, age 56, has more than 30 years of experience in the medical technology industry as an entrepreneur, CEO, Chairman, board member and investor. Mr. Major’s experience includes startup development, early-stage funding, venture capital, private equity, IPO, public company management, public and private board leadership, global operations, M&A, and integration strategy and management. Mr. Major has raised over $1.0 billion in private and public capital and led over $2.0 billion in acquisitions. Currently, Mr. Major serves as CEO of See All AI, a medical technology company revolutionizing imaging, diagnostics, and navigation through deep learning and AI-driven machine vision. He is also the Executive Chairman of the Board of Directors of Highridge Medical, a leader in the global spinal device market. Mr. Major was the President of Stryker Spine from 2018 to 2021. Mr. Major joined Stryker as part of its 2018 $1.4 billion acquisition of K2M, a MedTech company Mr. Major founded in 2004 and took public in 2014. At K2M, Mr. Major served as the company’s Chairman, President, and CEO. Under his leadership, K2M grew from a start-up to a portfolio of over 100 unique products protected by 750 patents. K2M operated in over 40 countries during the company’s 14 straight years of uninterrupted revenue growth. Upon joining Stryker, Mr. Major led the global strategy and integration of K2M and Stryker Spine delivering top and bottom-line growth in the business. Prior to K2M, Mr. Major was the founder of a MedTech company, American OsteoMedix, which he started in 1998 and sold to Interpore Cross in 2001. Mr. Major is also an active member of the medical device industry and currently serves on the board of directors of the Medical Device Manufacturers Association, as well as the National Spine Health Foundation and FOCOS, a Ghana-based hospital providing care for children with scoliosis. We believe Mr. Major’s public company, M&A and industry experience make him a valuable contributor to the Board.

  5. Who can help answer my questions?

    Keith G. Myers, age 66, has been a director of the Company since October 2024. Mr. Myers is co-founder of LHC Group (“LHC”) and served as chairman and Chief Executive Officer of LHC from 1994 until LHC’s merger with Optum, Inc. in 2023. Mr. Myers is also a co-founder and current chairman of the Partnership for Quality Home Healthcare in Washington, D.C. and a co-founder and former member of the board of directors of the Alliance for Home Health Quality and Innovation. In June 2003, Mr. Myers was named Regional Entrepreneur of the Year in the field of healthcare services and inducted into the National Entrepreneur of the Year Hall of Fame in November of the same year. In 2015, he was inducted into the National Home Care & Hospice Hall of Fame. Mr. Myers has served on technical expert panels that advise the Centers for Medicare & Medicaid Services and other key Washington, D.C. policymakers. Mr. Myers currently serves as a member of the board of directors of the Louisville Healthcare Council, and previously served as a Chief Executive Officer member of the Healthcare Leadership Council in Washington, D.C., and a Chief Executive Officer member of the American Hospital Association. We believe Mr. Myers’ extensive industry experience and M&A expertise make him a valuable contributor to the Board. Sara N. Ortwein, age 67, retired from ExxonMobil in March 2019, after a thirty-eight-year career. Prior to retiring, she was president of XTO Energy, a subsidiary of ExxonMobil, from November 2016 through February 2019 and was responsible for ExxonMobil’s unconventional oil and gas business. Ms. Ortwein also served in various roles including president of ExxonMobil Upstream Research Company, senior manager within ExxonMobil’s U.S. production operations, and corporate upstream advisor to senior management at ExxonMobil’s headquarters in Irving, Texas. Ms. Ortwein earned a Bachelor of Science degree in civil engineering at the University of Texas at Austin before joining Exxon Company, U.S.A. in 1980. We believe that Ms. Ortwein’s extensive leadership experience with a top five global company contributes greatly to the composition of the Board. Ann Beal Salamone, age 75, has been a director of the Company since August 2019. Ms. Salamone is a co-founder of Rochal and has served as its chairman since September 2019, prior to which she served as its president from 1986 to September 2019. Ms. Salamone has been a consultant to the Company since the Company’s acquisition of assets from Rochal in July 2021. She is one of the principal inventors of Rochal’s liquid bandages, antimicrobial compositions and skin regeneration products for burn and wound treatment, and she is a principal inventor and participant in the development of products for electronics, water purification, personal care and healthcare. Ms. Salamone is co-founder, President, and board member of Rochal Partners LLP (since December 2014) which is not affiliated with the Company. Ms. Salamone is owner of Ernest Project LLC which invests in real estate. Ms. Salamone has co-founded six companies and invested in and served on the board of directors of several private entrepreneurial companies. Ms. Salamone is a member of the National Academy of Engineering and The Academy of Medicine, Engineering & Science of Florida. We believe that Ms. Salamone’s medical research and development background, along with her company leadership experience, provides a valuable scientific and business perspective to the Board. Eric D. Tanzberger, age 57, has been a director of the Company since 2022. Mr. Tanzberger was named Executive Vice President and Chief Financial Officer of Service Corporation International (“SCI”) in 2024. Previously, Mr. Tanzberger served as Senior Vice President and Chief Financial Officer of SCI from 2006 to 2024 and also served as Treasurer from 2007 to 2017. Mr. Tanzberger joined SCI in 1996 and held various management positions prior to being promoted to Corporate Controller in 2002. In 2022, Mr. Tanzberger’s responsibilities were expanded to include information technology. Before joining SCI, Mr. Tanzberger began his career in financial services with Coopers & Lybrand LLP. Mr. Tanzberger is a member of the Executive Committee of the Board of Trustees and the Audit Committee Chair of the United Way of Greater Houston. Mr. Tanzberger holds a Bachelor of Business Administration from the University of Notre Dame. We believe Mr. Tanzberger’s robust management experience and financial expertise make him a valuable contributor to the Board. Arrangements and Family Relationships There are no agreements or understandings between our current directors, Director Nominees and executive officers or any other person pursuant to which they were selected as a director, Director Nominee or executive officer. In addition, there are no family relationships between any of our directors, Director Nominees and executive officers. Vote Required and Board Recommendation If a quorum is present, the nine Director Nominees receiving the highest number of votes will be elected as directors.

  6. Who can help answer my questions?

    | The Board recommends that you vote “FOR” each Director Nominee. |

  7. Who can help answer my questions?

    CORPORATE GOVERNANCE Sanara MedTech Inc., with the oversight of the Board and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance. Code of Conduct We have adopted a Code of Ethics and Business Conduct (“Code of Ethics”) applicable to all directors, officers and employees. The Code of Ethics addresses, among other things, honest and ethical conduct, conflicts of interest, business opportunities, fair dealing, confidentiality and disciplinary measures. The Code of Ethics can be found on our website at www.sanaramedtech.com under the “Investor Relations” tab. We intend to make any legally required disclosures regarding amendments to, or waivers of, our Code of Ethics on our website at www.sanaramedtech.com under the “Investor Relations” tab. Board Composition Our Certificate of Formation provides that the number of directors constituting the Board shall be fixed from time to time pursuant to the Amended and Restated Bylaws of the Company (the “Bylaws”); provided, however, that no decrease in the number of directors constituting the Board shall shorten the term of an incumbent director. The Bylaws provide that the number of directors who shall constitute the whole Board shall be such number as the Board shall from time to time have designated, except that in the absence of any such designation, such number shall be eight. The Board currently consists of nine directors. Any vacancies or newly created directorships resulting from an increase in the authorized number of directors may be filled by an affirmative vote of at least a majority of the remaining directors then in office, even if less than a quorum of the Board. Directors are elected by the plurality vote of our shareholders at each of our annual meetings. We have no formal policy regarding Board diversity. The Board believes that each director should have a basic understanding of the principal operational and financial objectives and plans and strategies of the Company, our financial condition and results of operations and relative standing in relation to our competitors. We take into consideration the overall composition and diversity of the Board and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience as we may deem are in our and our shareholders’ best interests. In doing so, we will also consider candidates with appropriate non-business backgrounds. Director Independence We are currently listed on The Nasdaq Capital Market and therefore rely on the definition of “independence” set forth in the listing rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”). Under the Nasdaq Listing Rules, independent directors must comprise a majority of a listed company’s board of directors, subject to specified exceptions and certain phase-in periods available to companies that do not yet have a class of common stock registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has determined that Robert A. DeSutter, Roszell Mack III, Eric D. Major, Keith G. Myers, Sara N. Ortwein and Eric D. Tanzberger are “independent directors” as that term is defined in the Nasdaq Listing Rules. Board Committees, Meetings and Attendance During 2025, the Board held four meetings. We expect our directors to attend Board meetings, meetings of any committees and subcommittees on which they serve, either in person or by teleconference. During 2025, each director attended at least seventy-five percent (75%) of the total number of meetings held by the Board and Board committees of which such director was a member. All eight of our directors serving on the Board at the time of our 2025 annual meeting of shareholders attended our 2025 annual meeting of shareholders. We encourage members of our Board to attend our annual meetings of shareholders, but we do not have a formal policy requiring them to do so. The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. Currently, the Board has established an audit committee, a compensation committee, a nominating and corporate governance committee and a corporate development committee. Committee assignments are re-evaluated annually. Each of these committees operates under a charter that has been approved by the Board. The current charters of the audit, compensation and nominating and corporate governance committees are available on our website at www.sanaramedtech.com in the “Corporate Governance” section under the “Investor Relations” tab. As of April 17, 2026, the following table sets forth the membership of the audit committee, compensation committee, nominating and corporate governance committee and corporate development committee.

  8. Who can help answer my questions?

    | Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Corporate Development Committee | | Mr. DeSutter | Member | | Chair | Chair | | Mr. Mack | Member | Member | | Member | | Mr. Major | | Member | Member | Member | | Mr. Myers | | | | Member | | Ms. Ortwein | | Chair | Member | | | Mr. Tanzberger | Chair | | | Member |

  9. Corporate Development Committee

    | ● | developing long-term corporate development strategies for the Company; | | ● | reviewing potential strategies for corporate development, reviewing the Company’s strategic plans, and advising management in the execution of the strategic plans approved by the Board; | | ● | reviewing progress on the Company’s development strategies and periodically reporting its evaluations and recommendations to the Board; | | ● | ensuring that the Company pursues strategic transactions that are consistent with and in furtherance of its corporate development strategies and long-term business plans; and | | ● | reviewing potential strategic transactions that the corporate development committee has identified or that management has presented to the corporate development committee. |

  10. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  11. Non-Employee Director Compensation Table

    | Name | Fees earned or paid in cash(1) ($) | Stock awards(2)(3)(4) ($) | All other compensation(5) ($) | Total ($) | | Robert A. DeSutter | 40,000 | 116,089 | - | 156,089 | | Roszell Mack III | 40,000 | 106,389 | - | 146,389 | | Eric D. Major | 40,000 | 101,554 | - | 141,554 | | Keith G. Myers | 40,000 | 91,885 | - | 131,885 | | Sara N. Ortwein | 40,000 | 101,554 | - | 141,554 | | Ann Beal Salamone | 40,000 | 87,051 | 177,697 | 304,748 | | Eric D. Tanzberger | 40,000 | 111,254 | - | 151,254 |

  12. Non-Employee Director Compensation Table

    | (1) Represents a cash payment (paid over four quarters annually) made to the non-employee directors for their service during the 12-month term ending on the date of the Annual Meeting. | | (2) In accordance with SEC rules, this column represents the aggregate grant date fair value of shares underlying stock awards, calculated based on the closing price of our common stock on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), with the exception that the amounts shown assume no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 2, “Summary of Significant Accounting Policies,” in the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on March 24, 2026. |

  13. Non-Employee Director Compensation Table

    | (3) The aggregate number of outstanding shares of unvested restricted stock held by each non-employee director as of December 31, 2025, was as follows: |

  14. Non-Employee Director Compensation Table

    | Director | Shares of restricted stock | | Robert A. DeSutter | 3,746 | | Roszell Mack III | 3,433 | | Eric D. Major | 3,277 | | Keith G. Myers | 2,965 | | Sara N. Ortwein | 3,277 | | Ann Beal Salamone | 2,809 | | Eric D. Tanzberger | 3,590 |

  15. Non-Employee Director Compensation Table

    | (4) Represents retainer fees payable in shares of restricted stock granted to the non-employee directors for their service during the 12-month term ending on the date of the Annual Meeting. | | (5) Represents fees paid to Ms. Salamone pursuant to the consulting agreement entered into between the Company and Ms. Salamone on July 14, 2021 in connection with the Rochal asset acquisition, as amended effective July 13, 2024. |

  16. Non-Employee Director Compensation Table

    In May 2025, our Board adopted an updated annual compensation policy as it relates to our directors to provide (i) annual retainer fees to each member of the Board, payable as follows: (A) $90,000 in shares of restricted common stock and (B) $40,000 in cash (paid over four quarters annually); (ii) to the chair of each Board committee, an additional retainer fee payable in shares of restricted common stock as follows: (A) audit committee chair - $20,000, (B) compensation committee chair - $10,000, (C) nominating and corporate governance committee chair - $10,000 and (D) corporate development committee chair - $10,000; and (iii) to the other members of each Board committee, an additional retainer fee payable in shares of restricted common stock as follows: (A) audit committee member - $10,000, (B) compensation committee member - $5,000, (C) nominating and corporate governance committee member - $5,000 and (D) corporate development committee member - $5,000. The aggregate award value for each fee is determined by using the average of the closing prices for the Company’s common stock over the 20-trading-day period ending on the date of grant. In addition, in August 2025, the Board approved an update to the annual compensation policy to provide that the Executive Chairman shall receive a cash payment of $100,000 (paid over four quarters annually) for his service as Executive Chairman of the Board. We also reimburse each director for reasonable travel expenses related to such director’s attendance at board and committee meetings. Pursuant to our director compensation policy, on May 22, 2025 each of our non-employee directors (other than Mr. Nixon) received restricted stock grants for service on the Board and/or its committees from May 22, 2025 to the date of the Annual Meeting. The shares of restricted stock will vest on May 22, 2026, provided that the applicable director is providing services to the Company through such vesting date. The shares of restricted stock awarded to our non-employee directors (other than Mr. Nixon) pursuant our director compensation policy during 2025 were as follows:

  17. Non-Employee Director Compensation Table

    | Outside Director | Number of Shares Granted | Intended Value | | Robert A. DeSutter | 3,746 | $120,000 | | Roszell Mack III | 3,433 | $110,000 | | Eric D. Major | 3,277 | $105,000 | | Keith G. Myers | 2,965 | $95,000 | | Sara N. Ortwein | 3,277 | $105,000 | | Ann Beal Salamone | 2,809 | $90,000 | | Eric D. Tanzberger | 3,590 | $115,000 |

  18. Non-Employee Director Compensation Table

    The Company does not sponsor a pension benefits plan, a non-qualified deferred compensation plan or a non-equity incentive plan for its non-employee directors. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 8, 2026, the number and percentage of outstanding shares of our common stock owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our current directors, each of whom is also a Director Nominee; (c) the named executive officers as defined in Item 402 of Regulation S-K and (d) all current directors and executive officers as a group. As of April 8, 2026, there were 9,164,757 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares outstanding is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of shares beneficially owned by a person as shown in the following table does not necessarily reflect the person’s actual voting power on any particular date. Except as noted in the footnotes below, we believe, based on information provided to us, that the persons named in the table below have sole voting and investment power with respect to all vested shares of common stock beneficially owned by them, and the business address for each person is c/o Sanara MedTech Inc., 1200 Summit Ave, Suite 414, Fort Worth, Texas 76102.

  19. Non-Employee Director Compensation Table

    | | Common Stock | | | Name | Number of shares beneficially owned | Beneficial ownership percentage | | Directors, Director Nominees and Named Executive Officers | | | | Ronald T. Nixon (1) | 3,575,832 | 39.0% | | Seth D. Yon (2) | 113,398 | 1.2% | | Robert A. DeSutter (3) | 23,201 | * | | Ann Beal Salamone (4) | 22,704 | * | | Sara N. Ortwein (5) | 20,799 | * | | Eric D. Tanzberger (6) | 17,658 | * | | Roszell Mack III (7) | 16,534 | * | | Jacob Waldrop (8) | 24,755 | * | | Eric D. Major (9) | 9,386 | * | | Elizabeth B. Taylor (10) | 17,632 | * | | Keith G. Myers (11) | 4,940 | * | | Suresh V. Muppalla(12) | 2,973 | * | | All directors and executive officers as a group (11 persons) | 3,846,839 | 42.0% | | Certain Beneficial Owners | | | | CGI Cellerate RX, LLC (13) | 2,452,731 | 26.8% | | FA Sanara, LLC (14) | 963,856 | 10.5% | | S. Oden “Denny” Howell Jr. (15) | 490,394 | 5.4% |

  20. Non-Employee Director Compensation Table

    * Less than 1%.

  21. Non-Employee Director Compensation Table

    | (1) Mr. Nixon is our Executive Chairman and is a manager of Catalyst Rochal, LLC, which owns 100% of the equity interest of CGI Cellerate RX, LLC (“CGI Cellerate RX”), which owns 2,452,731 shares of the Company’s common stock. Catalyst Rochal, LLC also controls the voting of 95,203 shares owned by Rochal. Mr. Bradley J. Gurasich is also a manager of Catalyst Rochal, LLC and may be deemed to share beneficial ownership of the shares of common stock beneficially owned by CGI Cellerate RX and Catalyst Rochal, LLC. FA Sanara, LLC owns 963,856 shares of the Company’s common stock. FA Sanara, LLC is managed by Family Alignment, LLC, which is managed by Catalyst, of which Mr. Nixon is President. Mr. Nixon, through a relationship of control of CGI Cellerate RX, Catalyst Rochal, LLC, and FA Sanara, LLC, may be deemed to share beneficial ownership of the shares of common stock beneficially owned by CGI Cellerate RX, Rochal and FA Sanara, LLC. Mr. Nixon may be deemed to have shared power to vote and dispose of 3,511,790 shares, and sole power to vote and dispose of 64,042 shares, which includes 5,023 shares of restricted stock that will vest in in equal installments on February 25, 2027 and February 25, 2028, respectively. |

  22. Non-Employee Director Compensation Table

    | (2) Includes 89,107 shares of restricted stock that will vest in various installments through March 2029. | | (3) Includes 3,746 shares of restricted stock that will vest on May 22, 2026. | | (4) Includes 2,809 shares of restricted stock that will vest on May 22, 2026. | | (5) Includes 3,277 shares of restricted stock that will vest on May 22, 2026. | | (6) Includes 3,590 shares of restricted stock that will vest on May 22, 2026. | | (7) Includes 3,433 shares of restricted stock that will vest on May 22, 2026. | | (8) Includes (i) 1,551 shares of restricted stock that will vest on April 15, 2026, (ii) 5,860 shares of restricted stock that will vest in equal installments on February 25, 2027 and February 25, 2028, respectively, and (iii) 13,956 shares of restricted stock that will vest in three equal installments on March 22, 2027, 2028, and 2029, respectively. | | (9) Includes 3,277 shares of restricted stock that will vest on May 22, 2026. | | (10) Includes (i) 3,588 shares of restricted stock that will vest in equal installments on February 25, 2027 and February 25, 2028, respectively, and (ii) 12,687 shares of restricted stock that will vest in three equal installments on March 22, 2027, 2028, and 2029, respectively. | | (11) Includes 2,965 shares of restricted stock that will vest on May 22, 2026. | | (12) Mr. Muppalla’s position as President and Chief Executive Officer of Tissue Health Plus, LLC was terminated effective September 13, 2025 following the Company’s decision to discontinue operations of Tissue Health Plus, LLC in mid-September 2025. | | (13) Mr. Nixon and Mr. Gurasich are managers of Catalyst Rochal, LLC, which owns 100% of the equity interest of CGI Cellerate RX. Mr. Nixon and Mr. Gurasich, through a relationship of control of CGI Cellerate RX, may be deemed to share beneficial ownership of the shares of common stock beneficially owned by CGI Cellerate RX, and have shared voting power to vote the shares held by CGI Cellerate RX. This information is based on the Schedule 13D/A filed by CGI Cellerate RX on February 12, 2020 and certain other information available to the Company. The business address for CGI Cellerate RX is 1375 Enclave Parkway, Houston, Texas 77077. | | (14) FA Sanara, LLC is managed by Family Alignment, LLC, which is managed by Catalyst, of which Mr. Nixon is President. Mr. Nixon, through a relationship of control of FA Sanara, LLC, may be deemed to share beneficial ownership of the shares of common stock beneficially owned by FA Sanara, LLC and have shared voting power to vote the shares held by FA Sanara, LLC. This information is based on the Schedule 13D/A filed by FA Sanara, LLC on February 12, 2020 and certain other information available to the Company. The business address for FA Sanara, LLC is 7500 Rialto Blvd., Bldg. II, Suite 220, Austin, Texas 73735. | | (15) Based on the Schedule 13D/A and Form 4 filed by S. Oden “Denny” Howell, Jr. on November 18, 2019 and February 26, 2020, respectively, and certain other information available to the Company. |

  23. Non-Employee Director Compensation Table

    There are no arrangements currently known to us, the operation of which may at a subsequent date result in a change of control of the Company. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  24. Rochal Industries, LLC

    Rochal Industries, LLC As of April 8, 2026, Rochal beneficially owned 95,203 shares, or 1.0%, of our common stock. Mr. Nixon, our Executive Chairman, is a director of Rochal, and indirectly a significant shareholder of Rochal, and through the potential exercise of warrants, a majority shareholder of Rochal. Additionally, Ms. Salamone, one of our directors, is also the chair of the board of directors and significant shareholder of Rochal. Product License Agreements On July 7, 2019, we executed a license agreement with Rochal whereby we acquired an exclusive world-wide license to market, sell and further develop antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain Rochal patents and pending patent applications (the “BIAKŌS License Agreement”). Pursuant to the BIAKŌS License Agreement, the Company incurred royalty expenses of $208,442 and $177,005 in 2025 and 2024, respectively. The royalty expense incurred in 2025 and 2024 represented the annual minimum royalty for the applicable year. Subsequent payments pursuant to the BIAKŌS License Agreement will be in the form of (i) a 2%-4% royalty on net sales of BIAKŌS products, subject to an annual minimum of up to $150,000 and (ii) a 25% royalty on net profit in excess of target up to an annual maximum of $1.0 million. On October 1, 2019, we executed a license agreement with Rochal whereby we acquired an exclusive world-wide license to market, sell and further develop certain antimicrobial barrier film and skin protectant products for use in the human health care market utilizing certain Rochal patents and pending patent applications (the “ABF License Agreement”). Currently, the products covered by the ABF License Agreement are CuraShield Antimicrobial Barrier Film and no sting skin protectant. No royalties were paid pursuant to the ABF License Agreement in 2024 or 2025. Future payments pursuant to the ABF License Agreement will be in the form of (i) a 2%-4% royalty on net sales of products covered in the ABF License Agreement, subject to an annual minimum of up to $75,000 and (ii) a 25% royalty on net profit in excess of target up to an annual maximum of $500,000. No commercial sales or royalties have been recognized under this agreement as of December 31, 2025. On May 4, 2020, we executed a license agreement with Rochal, whereby we acquired an exclusive world-wide license to market, sell and further develop an autolytic debrider for human medical use to enhance skin condition or treat or relieve skin disorders, excluding uses primarily for beauty, cosmetic, or toiletry purposes (the “Debrider License Agreement”). Rochal is entitled to milestone payments under the Debrider License Agreement of $0.5 million in cash and $1.0 million payable in either cash or common stock upon FDA clearance of the licensed product. Subsequent payments pursuant to the Debrider License Agreement will be in the form of (i) a 2%-4% royalty on net sales of products covered in the Debrider License Agreement, subject to an annual minimum of up to $150,000 and (ii) a 25% royalty on net profit in excess of target up to an annual maximum of $1.0 million. In connection with the shift in strategy discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company is in the process of terminating the Debrider License Agreement with Rochal to focus on developing and commercializing transformative products to improve clinical outcomes and reduce healthcare expenditures in the surgical market. Consulting Agreement In July 2021, we entered into a consulting agreement with Ms. Salamone pursuant to which Ms. Salamone agreed to provide us with consulting services with respect to, among other things, writing new patents, conducting patent intelligence, and participating in certain grant and contract reporting. In consideration for the consulting services provided to us, Ms. Salamone is entitled to receive an annual consulting fee of $177,697, with payments to be paid once per month. The consulting agreement had an initial term of three years, unless earlier terminated by us, and is subject to renewal. The consulting agreement also contains customary provisions related to, among other things, confidentiality and termination for cause provisions. Effective July 13, 2024, the consulting agreement with Ms. Salamone was amended to provide that the initial term shall be automatically renewed for successive one-year terms for up to three successive years unless earlier terminated by either party without cause at any time, provided that the terminating party provides 90 days advance written notice of termination. EXECUTIVE COMPENSATION The following discussion provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution shareholders not to apply these statements to other contexts. Executive Officers The following table sets forth the names, ages and positions of our executive officers as of April 17, 2026:

  25. Rochal Industries, LLC

    | Name | Age | Position | | Seth D. Yon | 51 | President and Chief Executive Officer | | Elizabeth B. Taylor | 50 | Chief Financial Officer | | Jacob A. Waldrop | 44 | Chief Operating Officer |

  26. Rochal Industries, LLC

    Seth D. Yon, age 51, has served as the Company’s President and Chief Executive Officer since September 2025. His business experience is discussed above in “Proposal 1 — Election of Directors.” Elizabeth B. Taylor, age 50, has served as the Company’s Chief Financial Officer since January 2025. Ms. Taylor has served in various senior financial roles over the last 20 years. Prior to joining the Company, Ms. Taylor served from 2023 to 2025 as the Chief Financial Officer and from 2018 to 2023 as a board member of Imbed Biosciences, Inc., a privately held medical device company developing and commercializing innovative solutions to improve wound care. In 2011, Ms. Taylor founded Burnett Taylor Consulting, LLC, an advisory firm that counseled high net worth clients on their investments and served as a financial advisor until 2023. Before founding her own company, Ms. Taylor was the Chief Operating Officer of PioneerPath Capital, a start-up division within Citadel Investment Group from 2008 to 2010. Prior to that, Ms. Taylor was the Chief Operating Officer and Co-Founder of Tala Investments, LP, a value hedge fund from 2005 to 2008. Ms. Taylor began her career in private equity. Ms. Taylor received a Bachelor of Arts from Princeton University and an MBA from Harvard Business School. Jacob A. Waldrop, age 44, has served as the Company’s Chief Operating Officer since April 2024. Prior to joining the Company, Mr. Waldrop served as the Vice President of Finance and Integrations for the newly founded Foot and Ankle division of Enovis (formally DJO). Prior to Trilliant Surgical’s sale to Enovis in 2021, Mr. Waldrop served as Chief Financial Officer for Trilliant Surgical. Prior to his employment at Trilliant Surgical, Mr. Waldrop held several finance, management and controller positions with Alert Logic and The Planet. Mr. Waldrop began his career in public accounting with KMPG in 2005. Mr. Waldrop earned a Bachelor of Science in Accounting and Management Information Systems from Texas A&M University and is a Texas certified public accountant. Executive Compensation Overview The compensation program for our executive officers, as presented in the Summary Compensation Table below, is administered by our Board. The intent of our compensation program is to align our executives’ interests with those of our shareholders, while providing reasonable and competitive compensation. The purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or award to, or that is earned by: (i) the individuals who served as our principal executive officer during fiscal 2025; (ii) our two most highly compensated executive officers, other than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2025, with compensation during fiscal year 2025 of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on December 31, 2025. We refer to these individuals as our “named executive officers.” For 2025, our named executive officers and the positions in which they served are listed below:

  27. Rochal Industries, LLC

    | ● | Seth D. Yon, our President and Chief Executive Officer; |

  28. Rochal Industries, LLC

    | ● | Ronald T. Nixon, our former Chief Executive Officer; | | ● | Elizabeth B. Taylor, our Chief Financial Officer; | | ● | Jacob A. Waldrop, our Chief Operating Officer; and | | ● | Suresh V. Muppalla, the former President and Chief Executive Officer of Tissue Health Plus, LLC. |

  29. Rochal Industries, LLC

    Summary Compensation Table The following table and the accompanying notes provide summary information regarding the compensation of our named executive officers for each of the last two fiscal years.

  30. Rochal Industries, LLC

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock awards(3) ($) | All other compensation ($) | Total ($) | | Seth D. Yon(4) | 2025 | 478,903 | 472,000 | 1,318,742 | 36,866(5) | 2,306,511 | | President and Chief Executive Officer | | | | | | | | Ronald T. Nixon(6) | 2025 | 247,994 | - | 262,485 | 75,000(7) | 585,479 | | Former Chief Executive Officer | 2024 | 116,667 | 301,000 | - | 438,091(8) | 855,758 | | Elizabeth B. Taylor(9) | 2025 | 240,545 | 209,000 | 187,509 | - | 637,054 | | Chief Financial Officer | | | | | | | | Jacob A. Waldrop | 2025 | 315,000 | 234,000 | 306,244 | 12,600(10) | 867,844 | | Chief Operating Officer | 2024 | 224,337 | 186,000 | 100,007 | 7,875(10) | 518,219 | | Suresh V. Muppalla(11) | 2025 | 612,794 | - | 103,014 | - | 715,808 | | Former President and Chief Executive Officer of Tissue Health Plus, LLC | | | | | | |

  31. Rochal Industries, LLC

    | (1) One-third of the shares of restricted stock vested on February 25, 2026 and the remaining shares of restricted stock will vest in equal installments on February 25, 2027 and 2028, respectively. | | (2) One-third of the shares of restricted stock will vest each on September 15, 2026, 2027 and 2028, respectively. | | (3) All shares vested on March 19, 2025. |

  32. Rochal Industries, LLC

    | Year | Summary Compensation Table Total for PEO (Current)(1) ($) | Compensation Actually Paid to PEO (Current)(2) ($) | Summary Compensation Table Total for PEO (Former)(1) ($) | Compensation Actually Paid to PEO (Former)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Loss(5) ($) | | 2025 | 2,306,511 | 1,520,277 | 585,479 | 450,151 | 740,235 | 571,477 | 51.32 | (37,562,606) | | 2024 | - | - | 1,693,865 | 1,168,356 | 523,739 | 455,023 | 112.35 | (9,664,547) | | 2023 | - | - | 909,645 | 784,310 | 707,875 | 657,924 | 82.36 | (4,303,197) |

  33. Rochal Industries, LLC

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our current and former PEOs and our other NEOs (on average), as computed in accordance with Item 402(v) of Regulation S-K. “Compensation actually paid” is computed by subtracting the amounts in the “Stock Awards” column of the Summary Compensation Table for the applicable year from the “Total” column of the Summary Compensation Table for the applicable year and then, as applicable: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the reporting year, the amount equal to the fair value at the end of the prior year and (vi) adding the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The following table reflects the adjustments made to compute “compensation actually paid”: |

  34. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following chart sets forth the relationship between compensation actually paid to our current PEO and former PEOs, the average of compensation actually paid to our non-PEO NEOs, and our net loss during the three most recently completed fiscal years.

  35. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between compensation actually paid to our current PEO and former PEOs, the average of compensation actually paid to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Weaver and Tidwell, L.L.P. has served as the Company’s independent registered public accounting firm since September 8, 2021. The Board has selected Weaver and Tidwell, L.L.P. as the Company’s principal independent registered public accounting firm for the fiscal year ending December 31, 2026. We expect that representatives of Weaver and Tidwell, L.L.P. will virtually attend the Annual Meeting. If present, they will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions after the Annual Meeting. The Board is asking shareholders to ratify the appointment of Weaver and Tidwell, L.L.P. If our shareholders do not ratify the appointment of Weaver and Tidwell, L.L.P. at the Annual Meeting, the Board may consider other accounting firms for the fiscal year ending December 31, 2026. The Board will be under no obligation, however, to appoint a new independent registered public accounting firm.