Sanara MedTech Inc. — Director's Dealing 2020

Feb 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sanara MedTech Inc. (SMTI)
CIK: 0000714256
Period of Report: 2020-02-07

Reporting Person: Nixon Ronald T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-07	Common Stock	C	2273630	—	Acquired	2273630	Indirect
2020-02-07	Common Stock	C	179101	$9	Acquired	2452731	Indirect
2020-02-10	Common Stock	J	7229	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-07	Series F Convertible Preferred Stock	$	C	1136815	Disposed		Common Stock (2273630)	Indirect
2020-02-07	5% Convertible Promissory Note	$9	C		Disposed	2021-03-01	Common Stock (179101)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	963856	Indirect

Footnotes

F1: The Series F Convertible Preferred Stock was convertible into Common Stock at any time on a 2-for-1 basis and had no expiration date. When originally issued the conversion rate was 200-for-1, but on May 10, 2019, as a result of a 1-for-100 reverse stock split of the Common Stock, the conversion rate was automatically adjusted to a conversion rate of 2-for-1 in accordance with the terms of the Series F Convertible Preferred Stock.

F2: Reflects shares of Common Stock owned of record by CGI Cellerate RX, LLC, which is a wholly owned subsidiary of Catalyst Rochal, LLC. Mr. Nixon is a manager of Catalyst Rochal, LLC. By virtue of these relationships, Mr. Nixon, Catalyst Rochal, LLC and CGI Cellerate RX, LLC may be deemed to share voting and dispositive control over the Common Stock. Mr. Nixon and Catalyst Rochal, LLC disclaim beneficial ownership of any Common Stock held or beneficially owned by CGI Cellerate RX, LLC, except to the extent of each of their pecuniary interests therein.

F3: The 5% Convertible Promissory Note in the principal amount of $1,500,000 was convertible into Common Stock at any time prior to maturity at an initial conversion price of $0.09 per share. As a result a 1-for-100 reverse stock split of the Common Stock on May 10, 2019, the conversion price was automatically adjusted to $9.00 per share in accordance with the terms of the Promissory Note. The terms of the Promissory Note also provided for the right of conversion of any accrued and unpaid interest. The amount of $111,911 in accrued interest was also converted into 12,434 shares of Common Stock at $9.00 per share.

F4: Reflects shares of Common Stock owned of record by FA Sanara, LLC ("FA Sanara"). FA Sanara is managed by Family Alignment, LLC ("Family"), which is managed by Catalyst Group, Inc.("Catalyst"). Mr. Nixon is controlling shareholder and President of Catalyst. Mr. Nixon, Catalyst, Family and FA Sanara may be deemed to share voting and dispositive control over the Common Stock. Mr. Nixon, Catalyst and Family disclaim beneficial ownership of any Common Stock held or beneficially owned by FA Sanara, except to the extent of each of their pecuniary interests therein.

F5: On January 7, 2020 the Issuer's Board of Directors approved the grant to the Reporting Person of 7,229 shares of restricted stock to be effective January 21, 2020, subject to specified conditions, but prior to the completion of the grant and the issuance of such shares, the Issuer's Board of Directors, on February 10, 2020, rescinded the grant of all such shares of the restricted stock.