MIMEDX GROUP (MDXG) SEC Filings

MiMedx Group, Inc. (MDXG) reported third-quarter 2026 net sales of $62.3 million, down 45.2% year over year, and a net loss of $8.7 million versus $16.7 million income a year earlier. Surgical sales rose 9.1% to $40.0 million; Wound sales fell 71.0% to $22.3 million, principally due to Medicare reimbursement changes effective January 1, 2026. Gross margin was 79.8%, versus 83.5%.

Nine-month operating cash flow was a $4.2 million use, versus $49.0 million provided a year earlier; cash was $120.8 million as of September 30, 2026. MiMedx repaid $17.3 million of term debt but was not in compliance with a financial covenant as of that date, constituting an Event of Default. Lenders waived the default; revolver borrowing is barred until compliance returns.

The pending Sanara acquisition has an enterprise value of approximately $350 million. Under the agreement, each outstanding Sanara share would convert into a right to receive $33.00 cash and 0.4735 MiMedx shares, subject to adjustments. The FTC's October 15, 2026 Second Request extends the HSR waiting period. An October 2026 patent license provides $25.0 million in five annual $5.0 million installments; the first was paid in the fourth quarter of 2026. A court vacated FDA determinations on AXIOFILL and remanded them for further consideration.

MiMedx Group, Inc. (MDXG) and Sanara MedTech Inc. each received an FTC request for additional information and documents on October 15, 2026, in connection with their proposed merger. The Second Request extends the Hart-Scott-Rodino waiting period until 30 days after the parties have substantially complied, unless they voluntarily extend the period or the FTC terminates it earlier.

Mustang Merger Sub, Inc., a wholly owned MiMedx subsidiary, is to merge into Sanara, which would survive as a wholly owned MiMedx subsidiary. Completion remains subject to expiration or termination of the HSR waiting period and satisfaction or waiver of the merger agreement’s other closing conditions. MiMedx said it continues to work constructively with the FTC.

MiMedx Group, Inc. (MDXG) is registering shares of its common stock to complete a merger in which Mustang Merger Sub will merge into Sanara MedTech Inc., making Sanara a wholly owned subsidiary of MiMedx. Each Sanara share will be exchanged for $33.00 in cash plus 0.4735 shares of MiMedx common stock, subject to tax withholding and cash in lieu of fractional shares. Based on shares outstanding as of September 1, 2026, former MiMedx and Sanara holders are expected to own approximately 97.1% and 2.9% of the combined company. Sanara shareholders will vote on the merger and related proposals at a virtual special meeting on September 30, 2026, and the transaction remains subject to shareholder approval, antitrust clearance under the HSR Act, and other closing conditions. MiMedx has arranged a $300.0 million senior secured term loan to fund a portion of the cash consideration and repay its existing credit facility, and Sanara’s Nasdaq-listed shares will be delisted and deregistered once the merger closes.

MIMEDX GROUP, INC. (symbol: MDXG) is the issuer of record for a Form S-4 filing submitted to the SEC.

MiMedx Group, Inc. filed an amendment to correct termination fee amounts in its previously disclosed Agreement and Plan of Merger with Sanara MedTech Inc.. The amendment clarifies that Sanara would owe MiMedx a termination fee of $9,660,336.00 in specified circumstances, and MiMedx would owe Sanara $22,540,785.00 if it fails to consummate the merger when required.

Under the merger agreement, Sanara stockholders will receive per share merger consideration of $33.00 in cash plus 0.4735 shares of MiMedx common stock, with the stock portion valued at $2.00 per share based on MiMedx’s five-day average closing price before July 29, 2026. All Sanara common shares (other than excluded and appraisal shares) will be converted into this mixed cash-and-stock consideration, and MiMedx shares to be issued will be listed on Nasdaq.

MiMedx obtained a $300.0 million first lien senior secured term loan commitment from funds managed and/or advised by Hayfin Capital Management LLP to support the transaction and will terminate and repay its existing credit agreement upon closing of the new financing. A voting agreement with certain Sanara stockholders covers approximately 38.9% of Sanara’s voting power, supporting approval of the merger. Closing remains subject to Sanara stockholder approval, antitrust clearance, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing approval for the new MiMedx shares, absence of a Material Adverse Effect on Sanara, and other customary conditions. The merger agreement includes an outside date of July 29, 2027, extendable to January 29, 2028 if antitrust approvals are outstanding.

MiMedx Group reported second quarter 2026 net sales of $64.4 million, down 35% from $98.6 million a year earlier, as Surgical revenue grew 15% to $39.3 million but was more than offset by a 61% decline in Wound revenue to $25.1 million following Medicare reimbursement changes. Gross profit was $44.4 million, with gross margin falling to 69% from 81% due mainly to lower Wound pricing, product mix, and restructuring-related costs.

Selling, general and administrative expense was $59.8 million versus $64.2 million, reflecting cost reductions but higher bad debt, while R&D was $2.8 million. The company posted a net loss of $14.8 million, compared with $9.6 million of net income a year earlier; Adjusted EBITDA was a loss of $8.1 million versus positive $24.2 million, a margin swing to -12.6%. Cash and cash equivalents were $135.8 million at June 30, 2026, with net cash of $119 million.

MiMedx reiterated its 2026 net sales outlook of $260–$290 million and expects Adjusted EBITDA to approach breakeven for the year, while longer term targeting low double-digit annual net sales growth and an Adjusted EBITDA margin above 20%. It also agreed to acquire Sanara MedTech in a cash-and-stock deal valued at $35 per share, implying enterprise value of about $350 million. Sanara holders will receive $33.00 in cash and 0.4735 MiMedx shares (valued at $2.00 per Sanara share), funded with cash on hand and a new $300 million term loan. Boards of both companies unanimously approved the deal, which is expected to close by year-end 2026 subject to Sanara shareholder and regulatory approvals. Management projects combined revenue well above $400 million in the first full year post-close, more than $20 million of 2027 cost synergies, and an Adjusted EBITDA margin above 20%.

MiMedx Group reported sharply weaker results for the quarter ended June 30, 2026 and disclosed a pending acquisition. Net sales were $64,362 thousand, down 34.7% from 2025, as Wound revenue fell 61.1% to $25,065 thousand following Medicare reimbursement changes; Surgical revenue rose 15.1% to $39,297 thousand.

Gross margin narrowed to 69.0% from 81.1%. The company posted a quarterly net loss of $14,840 thousand (basic and diluted loss per share $0.10) versus prior-year net income of $9,618 thousand, and a six‑month net loss of $25,700 thousand. Cash and cash equivalents were $135,839 thousand, with $8,136 thousand of cash used in operating activities year to date, $17,250 thousand outstanding on the term loan at a 6.0% rate, and no revolver borrowings.

MiMedx repurchased 3,464,399 shares for about $12.7 million under a $100 million Share Repurchase Plan. After quarter‑end, it agreed to acquire Sanara MedTech for $35.00 per share, valuing Sanara at approximately $350 million, using roughly $302 million in cash and 4,400,000 MiMedx shares, backed by a committed $300.0 million six‑year Hayfin term loan at Term SOFR plus 6.25% and an announced prepayment of the remaining $17.3 million Citizens term loan.

MiMedx Group, Inc. agreed to acquire Sanara MedTech Inc. in a cash-and-stock merger valuing Sanara at $35 per share, or approximately $350 million. Sanara shareholders will receive $33.00 in cash plus 0.4735 shares of MiMedx common stock per Sanara share, a 46% premium to Sanara’s 30-day volume-weighted average price.

MiMedx obtained a fully committed $300 million first lien senior secured term loan from Hayfin to fund the cash portion and will terminate its existing credit agreement at closing. The boards of both companies unanimously approved the deal, which is subject to Sanara stockholder approval, antitrust clearance under the Hart-Scott-Rodino Act, SEC effectiveness of a Form S-4, Nasdaq listing of the new MiMedx shares, and other customary conditions.

Management expects the combination to nearly double MiMedx’s surgical revenue and to generate 2027 total revenue well above $400 million, with Adjusted EBITDA margin above 20% and over $20 million of annual run-rate cost synergies. Voting agreements already cover about 38.9% of Sanara’s voting power.