DEF 14A of Sanara MedTech Inc., Apr 21, 2025

DEF 14A of Sanara MedTech Inc.

Filed Apr 21, 2025 · FY20240001641172-25-005554

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 Chief Administrative Officer and Chief Accounting Officer, Michael D. McNeil, 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 2026 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 eight directors, 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 eight 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 | | Ronald T. Nixon | Executive Chairman and Chief Executive Officer | 69 | 2019 | | Robert A. DeSutter | Director | 56 | 2020 | | Roszell Mack III | Director | 58 | 2022 | | Eric D. Major | Director | 55 | 2023 | | Keith G. Myers | Director | 65 | 2024(1) | | Sara N. Ortwein | Director | 66 | 2020 | | Ann Beal Salamone | Director | 74 | 2019 | | Eric D. Tanzberger | Director | 56 | 2022 |

  3. Who can help answer my questions?

    | (1) The Board appointed Keith G. Myers as a director of the Company on October 4, 2024 to fill the vacancy resulting from James W. Stuckert’s resignation. |

  4. Who can help answer my questions?

    The biographies of our current directors, all of whom are also Director Nominees are as follows: Ronald T. Nixon, age 69, was appointed as the Company’s Chief Executive Officer in May 2024. Mr. Nixon has been a director of the Company since March 2019 and has served as Executive Chairman of the Board since May 2019. As Executive Chairman and Chief Executive Officer, 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 56, 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 32 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. 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 58, 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 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 55, 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. Mr. Major is currently 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 has served on the board of directors of the Medical Device Manufacturers Association, as well as the AdvaMed CEO Advisory Council. We believe Mr. Major’s public company, M&A and industry experience make him a valuable contributor to the Board. Keith G. Myers, age 65, 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 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 66, 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.

  5. Who can help answer my questions?

    Ann Beal Salamone, age 74, 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 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 56, 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 eight 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 eight 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.

  8. 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. |

  9. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  10. Non-Employee Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(3)(4)(5) | All other compensation ($)(6) | Total ($) | | Robert A. DeSutter | - | 122,954 | - | 122,954 | | Roszell Mack III | - | 112,697 | - | 112,697 | | Eric D. Major | - | 107,569 | - | 107,569 | | Keith G. Myers(1) | | 69,125 | | 69,125 | | Sara N. Ortwein | - | 107,569 | - | 107,569 | | Ann Beal Salamone | - | 92,215 | 177,697 | 269,912 | | James W. Stuckert(2) | - | 107,569 | - | 107,569 | | Eric D. Tanzberger | - | 117,825 | - | 117,825 |

  11. Non-Employee Director Compensation Table

    (1) Mr. Myers was appointed to the Board on October 4, 2024. (2) Mr. Stuckert resigned from the Board, effective October 4, 2024. Mr. Stuckert continues to serve the Board in a non-voting, advisory capacity as Director Emeritus. All unvested shares of restricted stock vested immediately as of the date of resignation. Mr. Stuckert does not receive any compensation for his service as Director Emeritus. (3) 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, 2024 that was filed with the SEC on March 25, 2025. (4) The aggregate number of outstanding shares of unvested restricted stock held by each non-employee director as of December 31, 2024, was as follows:

  12. Non-Employee Director Compensation Table

    | Director | Shares of restricted stock | | Robert A. DeSutter | 3,932 | | Roszell Mack III | 3,604 | | Eric D. Major | 3,440 | | Keith G. Myers | 1,975 | | Sara N. Ortwein | 3,440 | | Ann Beal Salamone | 2,949 | | Eric D. Tanzberger | 3,768 |

  13. Non-Employee Director Compensation Table

    (5) Represents retainer fees payable in shares of restricted stock granted to (i) the non-employee directors other the Mr. Myers for their service during the 12-month term ending on the date of the Annual Meeting and (ii) Mr. Myers for his service during the period beginning with his appointment to the Board on October 4, 2024 and ending on the date of the Annual Meeting. (6) 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. In 2023, our Board adopted an updated annual equity compensation policy as it relates to our directors to provide annual retainer fees, payable in shares of restricted common stock as follows: (i) to each member of the Board, an annual retainer fee of $90,000; (ii) to the chair of each Board committee, an additional retainer fee 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; (iii) to the Executive Chairman, an annual retainer fee of $240,000 and (iv) to the other members of each Board committee, an additional retainer fee 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. 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 June 12, 2024, each of our non-employee directors (other than Mr. Myers who was appointed to the Board in October 2024) received restricted stock grants for service on the Board and/or its committees from June 12, 2024 to the date of the Annual Meeting. The shares of restricted stock will vest on June 12, 2025, provided that the applicable director is providing services to the Company through such vesting date. Mr. Myers was appointed to the Board on October 4, 2024, and on November 11, 2024, he received a grant of restricted stock for service on the Board and/or its committees from October 4, 2024 to the date of the Annual Meeting. The shares of restricted stock awarded to our non-employee directors pursuant our director compensation policy during 2024 were as follows:

  14. Non-Employee Director Compensation Table

    | Outside Director | Number of Shares Granted | Intended Value | | Robert A. DeSutter | 3,932 | $120,000 | | Roszell Mack III | 3,604 | $110,000 | | Eric D. Major | 3,440 | $105,000 | | Keith G. Myers | 1,975 | $69,125(1) | | Sara N. Ortwein | 3,440 | $105,000 | | Ann Beal Salamone | 2,949 | $90,000 | | James W. Stuckert | 3,440 | $105,000 | | Eric Tanzberger | 3,768 | $115,000 |

  15. Non-Employee Director Compensation Table

    | (1) Mr. Myers was appointed to the Board in October 2024. Reflects a number of shares and intended value of $95,000, which was prorated based on the number of days that Mr. Myers served on the Board during 2024. |

  16. Non-Employee Director Compensation Table

    Mr. Nixon was also granted shares of restricted stock under our director compensation policy on June 12, 2024 (see “Executive Compensation—Narrative Disclosure to Summary Compensation Table” for additional information). In November 2024, as a result of Mr. Nixon’s appointment as the Company’s Chief Executive Officer, our Board adopted updates to the annual equity compensation policy to remove compensation payable to the Executive Chairman. 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 11, 2025, 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 11, 2025, there were 8,887,984 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.

  17. 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 | 40.2% | | Robert A. DeSutter (2) | 19,455 | * | | Zachary B. Fleming (3) | 34,162 | * | | Roszell Mack III (4) | 13,101 | * | | Eric D. Major (5) | 6,109 | * | | Michael D. McNeil (6) | 30,911 | * | | Keith G. Myers (7) | 1,975 | * | | Sara N. Ortwein (8) | 17,522 | * | | Ann Beal Salamone (9) | 19,895 | * | | Eric D. Tanzberger (10) | 14,068 | * | | Jacob Waldrop(11) | 11,891 | * | | All directors and executive officers as a group (13 persons) | 3,785,331 | 42.6% | | Certain Beneficial Owners | | | | James W. Stuckert (12) | 966,972 | 10.9% | | CGI Cellerate RX, LLC (13) | 2,452,731 | 27.6% | | FA Sanara, LLC (14) | 963,856 | 10.8% | | S. Oden “Denny” Howell Jr. (15) | 490,394 | 5.5% |

  18. Non-Employee Director Compensation Table

    * Less than 1%. (1) Mr. Nixon is our Executive Chairman and Chief Executive Officer 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 18,346 shares of restricted stock that will vest in various installments through February 25, 2028. (3) Based on the Form 4 filed by Mr. Fleming on March 11, 2024, and certain information available to the Company. Effective May 10, 2024, Zachary B. Fleming resigned as Chief Executive Officer of the Company. (5) Includes 3,440 shares of restricted stock that will vest on June 12, 2025. (6) Includes 9,543 shares of restricted stock that will vest in various installments through February 25, 2028. (7) Includes 1,975 shares of restricted stock that will vest on May 22, 2025. (8) Includes 3,440 shares of restricted stock that will vest on June 12, 2025. (9) Includes 2,949 shares of restricted stock that will vest on June 12, 2025. (10) Includes 3,768 shares of restricted stock that will vest on June 12, 2025. (11) Includes 11,891 shares of restricted stock that will vest in various installments through February 25, 2028. (12) Based on the Schedule 13D/A filed by Mr. Stuckert on November 18, 2019, the Form 4 filed by Mr. Stuckert on June 14, 2024, and certain information available to the Company. Includes (i) 10,000 shares held by the Diane V. Stuckert Revocable Trust, (ii) 46,500 shares held by the James W. Stuckert Family Trust, and (iii) 70,254 shares held by Ten Grand Ltd., of which Mr. Stuckert is the general partner. (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. 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

  19. Executive Officers

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | All other compensation ($) | Total ($) | | Ronald T. Nixon | 2024 | 116,667 | 301,000 | - | 438,091(4) | 855,758 | | Chief Executive Officer(5) | | | | | | | | Zachary B. Fleming | 2024 | 127,436 | - | 467,483 | 243,188(7) | 838,107 | | Former Chief Executive Officer(6) | 2023 | 290,000 | 245,000 | 362,046 | 12,599 | 909,645 | | Michael D. McNeil | 2024 | 225,000 | 124,000 | 171,260 | 9,000(8) | 529,260 | | Chief Accounting Officer and Chief Administrative Officer | 2023 | 215,000 | 107,500 | 175,006 | 8,600 | 506,105 | | Jacob A. Waldrop | 2024 | 224,337 | 186,000 | 100,007 | 7,875(8) | 518,219 | | Chief Operating Officer(5) | | | | | | |

  20. Equity Award Timing Policy

    | 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) | | 2024 | 855,758 | 876,625 | 838,107 | 291,731 | 523,739 | 455,023 | 112.35 | (9,664,547) | | 2023 | - | - | 909,645 | 784,310 | 707,875 | 657,924 | 82.36 | (4,303,197) | | 2022 | - | - | 1,100,918 | 1,563,716 | 489,021 | 595,800 | 91.18 | (7,937,497) |

  21. Equity Award Timing Policy

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our current and former PEO 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”: |

  22. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  23. 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 PEO, the average of compensation actually paid to our non-PEO NEOs, and our net loss during the three most recently completed fiscal years.

  24. 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 PEO, 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, 2025. 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, 2025. The Board will be under no obligation, however, to appoint a new independent registered public accounting firm. Vote Required and Board Recommendation Assuming the presence of a quorum, the ratification of the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 requires the vote of the holders of a majority of the shares entitled to vote that are actually voted for, against or expressly abstained on the proposal.

  25. Compensation Actually Paid and Cumulative TSR

    | The Board recommends that you vote “FOR” the ratification of the selection of Weaver and Tidwell, L.L.P. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |

  26. Compensation Actually Paid and Cumulative TSR

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