MiMedx Q3 sales fall 45.2%; net loss hits $8.7M
Wound sales fell 71.0% while Surgical sales rose 9.1%; a covenant waiver bars revolver borrowing until compliance returns.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
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.
1 point · 0 major2 major · 5 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointSurgical sales rose 9.1% to $40.0 million in the third quarter.
Negative
- Major pointNet sales fell 45.2% to $62.3 million year over year in the third quarter.
- Major pointCovenant default was waived, but revolver borrowing remains barred until compliance.
- Moderate pointMiMedx reported a $8.7 million third-quarter net loss, versus $16.7 million income a year earlier.
- Moderate pointOperating cash flow used $4.2 million in nine months, versus $49.0 million provided a year earlier.
- Minor pointWound sales declined 71.0% to $22.3 million, principally following Medicare reimbursement changes.
Filing Explained
MiMedx spent 12.7 million dollars repurchasing shares; 87.3 million dollars of authorization remains optional through February 2028.
As of September 30, MiMedx’s
The fee accrues at
During the nine months ended September 30, MiMedx repurchased 3.5 million shares for
Key Figures
Third-quarter net sales: $62.3 million
Third-quarter net loss: $8.7 million
Surgical sales: $40.0 million
+5 more
8 metrics
Third-quarter net sales
$62.3 million
Three months ended September 30, 2026; down 45.2% year over year.
Third-quarter net loss
$8.7 million
Three months ended September 30, 2026; net income was $16.7 million in the 2025 quarter.
Surgical sales
$40.0 million
Three months ended September 30, 2026; up 9.1% year over year.
Wound sales
$22.3 million
Three months ended September 30, 2026; down 71.0% year over year.
Operating cash flow
$4.2 million used
Nine months ended September 30, 2026; $49.0 million was provided in the 2025 period.
Cash and cash equivalents
$120.8 million
As of September 30, 2026.
Sanara enterprise value
Approximately $350 million
Pending acquisition agreement.
Hayfin term loan commitment
$300.0 million
Six-year financing commitment contingent on closing the Sanara acquisition.
Key Terms
Second Request, Event of Default, first lien senior secured term loan, Term SOFR
4 terms
Second Request regulatory
"extend the waiting period imposed by HSR"
A "second request" occurs when a government agency reviewing a business deal asks for more information or documents after an initial review. This step helps ensure the deal doesn’t harm competition or consumers, similar to a referee reviewing additional footage before making a final decision. For investors, it signals increased scrutiny that could delay or block the transaction, impacting market expectations.
Event of Default financial
"constituting an Event of Default (as defined)"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
first lien senior secured term loan financial
"a six-year, $300.0 million first lien senior secured term loan"
A first lien senior secured term loan is a company loan that must be repaid before other debts and is backed by specific assets as collateral; it carries a fixed schedule for principal repayment over a set period. Think of it like a first mortgage on a house: if the borrower can’t pay, this lender has the first right to the pledged assets. Investors watch these loans because their priority and collateral reduce credit risk and influence expected recovery, interest costs, and a company’s overall financial flexibility.
Term SOFR financial
"bearing interest at a Term SOFR plus 6.25%"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were MDXG's third-quarter 2026 sales and earnings?
MDXG reported $62.3 million in net sales, down 45.2% from $113.7 million in the 2025 quarter, and a net loss of $8.7 million versus $16.7 million in net income. Surgical sales rose 9.1% to $40.0 million, while Wound sales fell 71.0% to $22.3 million.
Why did MDXG's Wound sales decline?
Wound sales fell 71.0% to $22.3 million in the third quarter of 2026. MiMedx attributed the decrease principally to Medicare reimbursement changes effective January 1, 2026, which adversely affected both pricing and sales volumes.
What are the terms of the MDXG-Sanara acquisition?
The agreement values Sanara at $35.00 per share, reflecting enterprise value of approximately $350 million. Each outstanding Sanara share would convert into a right to receive $33.00 in cash and 0.4735 MiMedx shares, representing approximately $303 million in cash and 4.4 million shares, subject to applicable adjustments.
Why is the MDXG-Sanara acquisition still pending?
The acquisition remains subject to the HSR waiting period and other customary closing conditions. MiMedx and Sanara received an FTC Second Request on October 15, 2026; the waiting period extends until 30 days after the parties substantially comply, unless extended voluntarily or terminated earlier by the FTC.
How does MDXG plan to finance the Sanara acquisition?
MiMedx expects to use proceeds from a $300.0 million Hayfin commitment, together with cash on hand, to fund the cash consideration. The commitment is for a six-year first lien senior secured term loan bearing interest at Term SOFR plus 6.25%, and funding is contingent on closing the acquisition.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the
Quarterly Period Ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____________________to______________________
Commission File Number 001-35887
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(770 ) 651-9100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company | Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | ||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
There were 145,925,591 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of October 22, 2026.
Table of Contents
| Part I FINANCIAL INFORMATION | ||||||||
| Item 1 | Financial Statements (Unaudited) | |||||||
| Condensed Consolidated Balance Sheets | 5 | |||||||
| Condensed Consolidated Statements of Operations | 6 | |||||||
| Condensed Consolidated Statements of Stockholders’ Equity | 7 | |||||||
| Condensed Consolidated Statements of Cash Flows | 9 | |||||||
| Notes to the Condensed Consolidated Financial Statements | 10 | |||||||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 26 | ||||||
| Item 4 | Controls and Procedures | 26 | ||||||
| Part II OTHER INFORMATION | ||||||||
| Item 1 | Legal Proceedings | 27 | ||||||
| Item 1A | Risk Factors | 27 | ||||||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 28 | ||||||
| Item 3 | Defaults upon Senior Securities | 28 | ||||||
| Item 4 | Mine Safety Disclosures | 28 | ||||||
| Item 5 | Other Information | 28 | ||||||
| Item 6 | Exhibits | 29 | ||||||
| Signatures | 30 | |||||||
3
Explanatory Note and Important Cautionary Statement Regarding Forward-Looking Statements
As used herein, the terms “MIMEDX,” the “Company,” “we,” “our” and “us” refer to MiMedx Group, Inc., a Florida corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only MiMedx Group, Inc.
Certain statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements herein relating to events or results that may occur in the future are forward-looking statements, including, without limitation, statements regarding the following:
•our strategic focus and current business priorities, including broadening of our product portfolio, and our ability to implement these priorities;
•our expectations regarding demand for our Wound products in response to recent changes in Medicare reimbursement for skin substitutes;
•our expectations of the impact of our cost reduction initiatives;
•our expectations regarding costs relating to compliance with regulatory requirements;
•our expectations regarding capital allocation;
•the pending acquisition of Sanara MedTech Inc., including the expected timing of completion, the receipt of required regulatory and shareholder approvals, the anticipated financing of the transaction, and the anticipated benefits, costs and impact of the transaction on our business, results of operations and financial condition;
•our expectations regarding future growth;
•our expectations regarding the outcome of pending litigation and investigations;
•our expectations regarding future income tax liability;
•demographic and market trends; and
•our ability to compete effectively.
Forward-looking statements generally can be identified by words such as “expect,” “will,” “change,” “intend,” “seek,” “target,” “future,” “plan,” “continue,” “potential,” “possible,” “could,” “estimate,” “may,” “anticipate,” “to be” and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Company’s operations and may cause the Company’s actual actions, results, financial condition, performance or achievements to differ materially from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Factors that may cause such a difference include, without limitation, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 and those discussed in Part II, Item 1A, Risk Factors, of this Quarterly report.
Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, a change in circumstances or otherwise. Each forward-looking statement contained in this Quarterly Report is specifically qualified in its entirety by the aforementioned factors. Readers are advised to carefully read this Quarterly Report in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions and not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report with the SEC.
4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventory | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Deferred tax asset, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued compensation | ||||||||||||||
| Accrued expenses | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long term debt, net | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
Stockholders' equity | ||||||||||||||
Common stock; $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock at cost; | ( | |||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
Total stockholders' equity | ||||||||||||||
Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
See notes to unaudited condensed consolidated financial statements
5
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Operating (loss) income | ( | ( | |||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
Interest income, net | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
(Loss) income before income tax | ( | ( | |||||||||||||||||||||
| Income tax benefit (provision) | ( | ( | |||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Basic net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Diluted net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements
6
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| Common Stock Issued | Additional Paid-In | Treasury Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Total | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In | Treasury Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Total | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In | Treasury Stock | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Total | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Share repurchases pursuant to share repurchase plan | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
7
| Common Stock Issued | Additional Paid-In | Treasury Stock | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Total | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements
8
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net (loss) income | $ | ( | $ | |||||||||||
| Adjustments to reconcile net (loss) income to net cash flows provided by operating activities | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Credit loss expense | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Non-cash lease expenses | ||||||||||||||
| Other | ||||||||||||||
| Increase (decrease) in cash resulting from changes in: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Inventory | ( | |||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable | ||||||||||||||
| Accrued compensation | ( | |||||||||||||
| Accrued expenses | ||||||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Net cash flows (used in) provided by operating activities | ( | |||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Cash paid for acquisitions | ( | ( | ||||||||||||
| Purchases of equipment | ( | ( | ||||||||||||
| Patent application costs | ( | ( | ||||||||||||
| Other investments | ( | |||||||||||||
| Net cash flows used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Principal payments on Citizens Term Loan Facility | ( | ( | ||||||||||||
| Cash paid for share repurchases pursuant to Share Repurchase Plan | ( | |||||||||||||
| Stock repurchased for tax withholdings on vesting of restricted stock | ( | ( | ||||||||||||
| Cash paid for Profit Share Payment (Note 12) | ( | ( | ||||||||||||
| Deferred financing costs | ( | |||||||||||||
| Net cash flows used in financing activities | ( | ( | ||||||||||||
| Net change in cash | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See notes to unaudited condensed consolidated financial statements
9
MIMEDX GROUP, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
1.Nature of Business
MiMedx Group, Inc. (together with its subsidiaries, except where the context otherwise requires, “MIMEDX,” or the “Company”) is a pioneer and leader focused on helping humans heal. With more than a decade and a half of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX provides a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. All of the Company’s products sold in the United States are regulated by the United States Food and Drug Administration (“FDA”).
The Company’s product portfolio and product development focuses on Surgical and Wound markets.
The Company’s business is focused primarily on the United States, but the Company also has an emerging commercial presence in several international locations, including Japan.
2.Significant Accounting Policies
Please see Note 2, Significant Accounting Policies, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 for a description of all significant accounting policies.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. The operating results for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in the 2025 Form 10-K.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include, among others, estimate of allowance for credit losses, estimates of fair value of and the probable achievement of performance conditions associated with share-based payment awards, estimates of returns and allowances, and valuation of deferred tax assets.
Treasury Stock
Shares repurchased by the Company are recorded as treasury stock at the cost to acquire such shares, reflecting the consideration paid to acquire shares, applicable commissions paid or payable to brokers, and any excise taxes arising from such transactions. Subsequent re-issuances of shares held in treasury are assumed to be released on a FIFO basis.
10
Recently Issued Accounting Standards Not Yet Adopted
Accounting Standards Update 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements. ASU 2024-03 is intended to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development. Adoption is required for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
3. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, gross | $ | $ | |||||||||
Less: allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
Activity related to the Company’s allowance for credit losses for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):
| 2026 | 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
Credit loss expense | |||||||||||
| Write-offs | ( | ||||||||||
| Balance at March 31 | $ | $ | |||||||||
| Credit loss expense | |||||||||||
| Write-offs | ( | ( | |||||||||
| Balance at June 30 | $ | $ | |||||||||
| Credit loss expense | |||||||||||
| Write-offs | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
4. Inventory
Inventory consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Inventory | $ | $ | |||||||||
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5. Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Laboratory and clean room equipment | $ | $ | |||||||||
| Furniture and equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
| Asset retirement cost | |||||||||||
| Property and equipment, gross | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense was the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation Expense | $ | $ | $ | $ | |||||||||||||||||||
6. Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Amortized intangible assets | |||||||||||||||||||||||
| Patents and know-how | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Licenses | ( | ( | |||||||||||||||||||||
| Customer and supplier relationships | ( | ( | |||||||||||||||||||||
| Tradenames and trademarks | ( | ||||||||||||||||||||||
| Total amortized intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||
| Tradenames and trademarks | $ | $ | $ | $ | |||||||||||||||||||
| Patents in process | |||||||||||||||||||||||
| Intangible assets, net of accumulated amortization | $ | $ | $ | $ | |||||||||||||||||||
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7. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Commissions to sales agents | $ | $ | |||||||||
| Legal costs | |||||||||||
| Accrued rebates | |||||||||||
| Estimated sales returns | |||||||||||
| Other | |||||||||||
| Accrued expenses | $ | $ | |||||||||
8. Long Term Debt, Net
Citizens Credit Agreement
On January 19, 2024, the Company entered into a Credit Agreement (the “Citizens Credit Agreement”) with Citizens Bank, N.A. and Bank of America, N.A. (collectively, the “Lenders”), which provided the Company with a $75.0 million Revolving Credit Facility and a $20.0 million Term Loan Facility.
In July 2026, the Company repaid the remaining outstanding principal balance of $17.3 million under the Citizens Term Loan Facility using cash on hand. The repayment was accounted for as a debt extinguishment. The recognized loss on extinguishment of debt, consisting of unamortized deferred financing costs and issue discount, was immaterial.
The Citizens Credit Agreement remained in effect as of September 30, 2026, and the Company had no amounts drawn under the Revolving Credit Facility at that date. Unamortized deferred financing costs related to the Revolving Credit Facility were $0.5 million as of September 30, 2026, reflected as a component of other assets in the unaudited condensed consolidated balance sheet as of that date.
The Company was not in compliance with a certain financial covenant under the Citizens Credit Agreement as of September 30, 2026, constituting an Event of Default (as defined). The Company and the Lenders agreed to waive the default (the “Waiver”) until such time that the Company regains compliance with that financial covenant. Pursuant to the Waiver, the Company is not permitted to borrow upon the Revolving Credit Facility until such time that it regains compliance with the financial covenants.
Interest expense related to the Term Loan Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.2 million and $0.4 million for the three months ended September 30, 2026 and September 30, 2025, respectively. Interest expense related to the Term Loan Facility was $0.8 million and $1.2 million for the nine months ended September 30, 2026 and September 30, 2025, respectively.
The Commitment Fee on the Revolving Credit Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.1 0.3
9. Net (Loss) Income Per Common Share
Net (loss) income per common share is calculated using two methods: basic and diluted.
Basic Net (Loss) Income Per Common Share
The following table provides a calculation of basic net (loss) income per common share for each of the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts).
13
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Diluted Net (Loss) Income Per Common Share
The following table sets forth the computation of diluted net (loss) income per common share (in thousands, except share and per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Potential common shares (a) | |||||||||||||||||||||||
| Restricted stock unit awards | |||||||||||||||||||||||
| Outstanding stock options | |||||||||||||||||||||||
| Performance stock unit awards | |||||||||||||||||||||||
| Total adjustments | |||||||||||||||||||||||
| Weighted average shares outstanding adjusted for potential common shares | |||||||||||||||||||||||
| Diluted net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(a) Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be antidilutive for the periods presented.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Restricted stock unit awards | |||||||||||||||||||||||
| Outstanding stock options | |||||||||||||||||||||||
| Performance stock unit awards | |||||||||||||||||||||||
Potential common shares | |||||||||||||||||||||||
10. Income Taxes
The effective tax rates for the Company were 21.5 % and 26.7 % for the three months ended September 30, 2026 and September 30, 2025, respectively. The effective tax rates for the company were 22.2 % and 24.9 % for the nine months ended September 30, 2026 and 2025, respectively.
Note that the Company generated loss before income tax provision for the three and nine months ended September 30, 2026, meaning that decreases in the effective tax rates would be unfavorable for those periods. Conversely, the Company generated income before income tax provision for the three and nine months ended September 30, 2025, meaning that decreases in its effective tax rate would be favorable for those periods.
The effective tax rate for the three and nine months ended September 30, 2026 was unfavorably impacted by certain deduction limitations and merger costs. The effective tax rate for the nine months ended September 30, 2026 was further unfavorably impacted by lower stock-based compensation deductions.
14
The effective tax rate for the three and nine months ended September 30, 2025 was unfavorably impacted by certain deduction limitations. For the nine months ended September 30, 2025, this effect was offset by greater stock-based compensation deductions.
11. Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities
Selected cash payments, receipts, and non-cash activities are as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | |||||||||||
| Non-cash activities: | |||||||||||
| Right of use assets arising from operating lease liabilities | |||||||||||
| Issuance of shares pursuant to employee stock purchase plan | |||||||||||
12. Commitments and Contingencies
Merger Agreement and Debt Financing Commitment
Merger Agreement
On July 29, 2026, the Company entered into a definitive agreement (the “Merger Agreement”) with Sanara MedTech Inc. (“Sanara”) to acquire all outstanding shares of Sanara (the “Acquisition”) in a cash and stock transaction that values Sanara at $35.00 per share, reflecting an enterprise value of approximately $350 million. Under the terms of the agreement, each outstanding share of Sanara common stock will be converted into the right to receive $33.00 in cash and 0.4735 shares of the Company’s common stock, representing aggregate consideration of approximately $303 million in cash and approximately 4.4 million shares of the Company’s common stock, subject to applicable adjustments.
The Merger Agreement contains certain termination rights for both parties. Under specified circumstances, Sanara would be required to pay the Company a termination fee of $9.7 million, and, under other specified circumstances, the Company would be required to pay Sanara a termination fee of $22.5 million. No amounts related to these contingent termination fees have been accrued as of September 30, 2026, as payment of either fee is not considered probable.
Consummation of the Acquisition remains subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), and the satisfaction of other customary closing conditions.
On October 15, 2026, the Company and Sanara each received a request for additional information (the “Second Request”) and documentary materials from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Acquisition. The effect of the Second Request is to extend the waiting period imposed by HSR until 30 days after the parties have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated earlier by the FTC. Completion of the Acquisition remains subject to the expiration or termination of the waiting period under HSR. The Company continues to work constructively with the FTC in its review of the Acquisition.
The Merger Agreement terminates if the Acquisition has not been consummated on or before July 29, 2027 (along with any extensions, the “End Date”). Either the Company or Sanara may extend the End Date to a date not later than January 29, 2028, if certain conditions are met.
As of September 30, 2026, the Acquisition had not closed and no acquisition accounting has been reflected in the Company's unaudited condensed consolidated financial statements.
Hayfin Financing Commitment
Concurrently with the Merger Agreement, the Company obtained a debt financing commitment (the “Hayfin Commitment”) from Hayfin Capital Management LLP (“Hayfin”) for a six-year , $300.0 million (the “Initial Commitment”) first lien senior secured term loan (the “Hayfin Term Loan”) bearing interest at a Term SOFR plus 6.25 % (the “Margin”), the proceeds of which, together with cash on hand, are expected to fund the cash portion of the consideration. The Hayfin Commitment is effective until five days following the End Date, inclusive of any extensions.
15
The Hayfin Commitment requires the Company to pay a ticking fee (the “Ticking Fee”) beginning on October 6, 2026 through the earlier of the Termination Date or the Closing Date (as those terms are defined in the Merger Agreement). The Ticking Fee accrues daily at 1.00 % per annum beginning in October 2026, and accrues at 50 % of the Margin per annum beginning in January 2027, in each case calculated on the balance of the Initial Commitment.
The Hayfin Commitment is contingent upon the closing of the Acquisition, at which time the Hayfin Term Loan will be funded. As of September 30, 2026, the Hayfin Commitment had not been funded.
Profit Share Payments
On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “TELA APA”) with TELA Bio, Inc. (“TELA”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States, which the Company markets as HELIOGEN. Pursuant to the TELA APA, the Company was required to make payments (the “Profit Share Payments”) of between a minimum of $3.0 million and a maximum of $7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024.
Litigation and Regulatory Matters
In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below). In view of the inherent difficulty of predicting the outcome of such matters, particularly where the plaintiffs or claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual recovery, loss, fines or penalties related to each pending matter may be. The Company's unaudited condensed consolidated balance sheet as of September 30, 2026 reflects the Company's current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. For more information regarding the Company’s legal proceedings, refer to Note 18, “Commitments and Contingencies” in the 2025 Form 10-K.
In accordance with applicable accounting guidance, the Company accrues a liability when those matters present loss contingencies that are both probable and estimable.
The following is a description of certain litigation and regulatory matters to which the Company is a party:
AXIOFILL
The Company received a Warning Letter from the FDA on December 21, 2023, relating to the inspections and classification of AXIOFILL. The Company received a determination letter in March 2024 reaffirming the FDA’s position that AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product under Section 361 of the Public Health Service Act. The Company strongly disagrees with this determination. On March 25, 2024, MIMEDX filed suit in the U.S. District Court for the Northern District of Georgia alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act.
In September 2026, the Court issued an order vacating the FDA's determinations that AXIOFILL is not a Section 361 HCT/P because it is more than minimally manipulated and that AXIOFILL should be classified as a biological product rather than a medical device, and remanded both matters to the FDA for further consideration consistent with the Court's order. The Company continues to believe that AXIOFILL meets the requirements for classification as a Section 361 HCT/P.
13. Revenue
MIMEDX has two product categories: (1) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest, and (2) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds. The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.
Below is a summary of net sales by product line (in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Surgical | $ | ||||||||||||||||||||||
Wound | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
The Company did not have significant foreign operations or a single external customer from which 10% or more of net sales were derived during the three or nine months ended September 30, 2026 or 2025.
14. Segment Information
The Company determines its operating segments based on how the Chief Operating Decision Maker (“CODM”) reviews the business and makes resource allocation decisions. The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.
The Company has a single operating segment, which has not been aggregated with other operating segments.
The CODM uses several measures of profit or loss to assess Company performance and allocate resources. Of these measures, net income is the measure that most aligns to GAAP. Other measures used by the CODM include adjusted earnings before interest, taxes, depreciation and amortization. The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Company’s operations, including headcount and compensation.
Each financial statement caption included on the condensed consolidated statements of operations reflects a significant segment expense evaluated by the CODM. In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the unaudited condensed consolidated statements of operations.
The below table presents selling and marketing and general and administrative expense (amounts in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Selling and marketing | $ | $ | $ | $ | |||||||||||||||||||
General and administrative | |||||||||||||||||||||||
Selling, general and administrative | $ | $ | $ | $ | |||||||||||||||||||
Below is a breakout of interest expense and interest income (amounts in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Interest income | $ | $ | $ | $ | ||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income, net | $ | $ | $ | $ | ||||||||||||||||||||||
To see depreciation expense, amortization expense, income tax expense, and significant noncash items for this segment please refer to Note 5, Property and Equipment, Net, Note 6, Intangible Assets, Net, Note 10, Income Taxes, Note 11, Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities, respectively.
The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.
15. Investments
Vaporox Agreement
17
Late in the second quarter of 2025, the Company entered into a Convertible Note Purchase Agreement (the “Vaporox Note”) with Vaporox, Inc. (“Vaporox”) for $2.0 million. The note matures in the second quarter of 2028, and contains certain contingent conversion features upon the occurrence of specified events. The Vaporox Note was funded early in the third quarter of 2025.
The Company elected to account for the Vaporox Note pursuant to the Fair Value Option guidance prescribed by Accounting Standards Codification (“ASC”) Topic 825. Management chose this optional guidance for ease of calculation. This requires the Company to measure the Fair Value of the Vaporox Note, in its entirety, at each reporting date. As a result of electing the fair value option, direct costs and fees related to the Vaporox Note are expensed as incurred.
As of September 30, 2026, the fair value of the note was $2.1 million, and was estimated using relevant valuation techniques and a series of Level 3 inputs.
Regen Lab
In December 2025, MiMedx entered into a Distributorship Agreement (the “Regen Agreement”) with Regen Lab USA LLC (“Regen Lab”), which provides the Company with the exclusive right to distribute their RegenKit®-Wound Gel in the United States.
The Regen Agreement was accounted for as an acquisition of assets. All costs of acquisition were allocated to the distributorship agreement and is reflected as a component of intangible assets, net, in the unaudited condensed consolidated balance sheet as of September 30, 2026.
In satisfaction of the obligation created by the Regen Agreement, the Company paid Regen Lab an up-front payment of $5.0 million during January 2026. In addition, the Company may be required to pay up to an additional $5.0 million in contingent consideration upon achievement of cumulative revenue milestones specified in the Regen Agreement. As of September 30, 2026, no contingent consideration milestones pursuant to the Regen Agreement have been met.
16. Subsequent Events
Patent License Agreement
In October 2026, the Company announced that it had entered into a patent license agreement (the “Patent License Agreement”) with a competitor Wound Care company (the “Licensee”). The Patent License Agreement resolves patent infringement allegations against the Licensee involving MiMedx’s intellectual property, to which the Licensee did not admit fault or liability.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
During the third quarter of 2026, our performance reflected the execution of our strategic priorities against evolving market dynamics for our Surgical and Wound franchises, which experienced broadly lower procedure volume and reimbursement reform, respectively. The results also demonstrated our ability to operate effectively as a leaner organization, as our cost reduction initiatives implemented earlier in the year resulted in a meaningfully improved financial profile compared to the second quarter of 2026. Finally, during the period, we announced that we have entered into a definitive agreement to acquire Sanara MedTech Inc. (“Sanara”).
•Net sales were $62 million, a decrease of 45% compared to the prior year period.
◦Our Surgical franchise, which accounted for 64% of our net sales, delivered 9% growth in the quarter. Surgical growth was driven by continued adoption of AMNIOFIX®, AMNIOEFFECT®, and our particulate portfolio, as well as contributions from G4Derm® Plus.
◦Our Wound franchise, which accounted for 36% of our net sales, meanwhile saw a 71% decline compared to the prior year period, due principally to the market disruptions driven by Medicare reimbursement changes implemented in 2026.
•Gross margin was 80% during the quarter, representing an improvement of 11 percentage points compared to gross margin of 69% during the second quarter of 2026. The sequential improvement was primarily driven by improved production throughput, operational efficiencies, and the favorable impact of cost reduction initiatives implemented earlier in the year.
•We reported a GAAP net loss of $9 million or $0.06 per diluted share, and ended the quarter with $121 million of net cash, an increase of $2 million compared to the second quarter of 2026.
•We continued to advance our cost reduction initiative through lower personnel costs, reduced discretionary spending, and operational efficiencies across the business, resulting in a significantly improved cost structure.
•On July 29, 2026, we entered into a definitive agreement to acquire Sanara MedTech Inc. (“Sanara”) in a cash and stock transaction with an enterprise value of approximately $350 million. The transaction is expected to expand our Surgical product portfolio and remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction of customary closing conditions. On October 15, 2026, we and Sanara each received a Second Request from the FTC, which will extend the HSR waiting period.
•In September 2026, we announced that the U.S. District Court for the Northern District of Georgia issued a favorable ruling in the Company’s litigation challenging the United States Food & Drug Administration’s (“FDA’s”) regulatory classification of AXIOFILL, the Company’s human placental-derived extracellular matrix particulate product.
Overview
MIMEDX is a pioneer and leader focused on helping humans heal with over a decade and a half of experience developing and commercializing products used in the treatment of a wide range of Surgical and Wound management applications. All of our products sold in the United States are regulated by the FDA. We apply Current Good Tissue Practices (“CGTP”) and other applicable quality standards in addition to terminal sterilization to produce our allografts.
This discussion, which presents our results for the three and nine months ended September 30, 2026 and 2025, should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included in this Form 10-Q and the financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 25, 2026 (the “2025 Form 10-K”).
Results of Operations
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
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| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net sales | $ | 62,283 | $ | 113,725 | $ | (51,442) | (45.2) | % | |||||||||||||||||||||
| Cost of sales | 12,581 | 18,719 | (6,138) | (32.8) | % | ||||||||||||||||||||||||
| Gross profit | 49,702 | 95,006 | (45,304) | (47.7) | % | ||||||||||||||||||||||||
| Selling, general and administrative | 58,313 | 69,001 | (10,688) | (15.5) | % | ||||||||||||||||||||||||
| Research and development | 2,796 | 3,703 | (907) | (24.5) | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 295 | 112 | 183 | nm | |||||||||||||||||||||||||
| Interest income, net | 776 | 785 | (9) | (1.1) | % | ||||||||||||||||||||||||
| Other expense, net | (136) | (126) | (10) | 7.9 | % | ||||||||||||||||||||||||
| Income tax benefit (provision) | 2,379 | (6,101) | 8,480 | nm | |||||||||||||||||||||||||
| Net (loss) income | (8,683) | 16,748 | (25,431) | nm | |||||||||||||||||||||||||
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
Net sales were $62.3 million for the three months ended September 30, 2026, representing a decrease of $51.4 million, or 45.2%, compared to $113.7 million for the three months ended September 30, 2025.
Sales by product category were as follows (amounts in thousands):
| Three Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||
Surgical | $ | 39,960 | $ | 36,627 | $ | 3,333 | 9.1 | % | ||||||||||||||||||||||||||||||||||||||||||
Wound | 22,323 | 77,098 | (54,775) | (71.0) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 62,283 | $ | 113,725 | $ | (51,442) | (45.2) | % | ||||||||||||||||||||||||||||||||||||||||||
Surgical net sales were $40.0 million for the three months ended September 30, 2026, representing an increase of $3.3 million, or 9.1%, compared to $36.6 million for the three months ended September 30, 2025. This increase was primarily driven by continued growth in our AMNIOFIX and AMNIOEFFECT sheet products as well as our particulate portfolio, including HELIOGEN and complemented by contributions from our recently launched G4Derm Plus product.
Wound net sales were $22.3 million for the three months ended September 30, 2026, representing a decrease of $54.8 million or 71.0%, compared to $77.1 million for the three months ended September 30, 2025. This decrease was primarily driven by the continued impact of Medicare reimbursement changes effective January 1, 2026, which adversely affected both pricing and sales volumes for these products.
Cost of Sales and Gross Profit Margin
Cost of sales was $12.6 million for the three months ended September 30, 2026, representing a decrease of $6.1 million, or 32.8% compared to $18.7 million for the three months ended September 30, 2025. This decrease was primarily driven by lower Wound sales volume and lower production costs, partially offset by unfavorable sales mix.
Gross profit margin was 79.8% for the three months ended September 30, 2026, compared to 83.5% for the three months ended September 30, 2025. This decline was primarily driven by lower pricing in the Wound business following the Medicare reimbursement changes and unfavorable sales mix. These impacts were partially offset by lower production costs resulting from our cost reduction initiative and improved production throughput.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense was $58.3 million for the three months ended September 30, 2026, compared to $69.0 million for the three months ended September 30, 2025. The following table shows the composition of this expense between selling and marketing (“S&M”) and general and administrative (“G&A”) components (amounts in thousands):
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| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||
Selling and marketing | $ | 39,602 | $ | 53,720 | $ | (14,118) | (26.3) | % | |||||||||||||||||||||||||||
General and administrative | 18,711 | 15,281 | 3,430 | 22.4 | % | ||||||||||||||||||||||||||||||
Selling, general and administrative | $ | 58,313 | $ | 69,001 | $ | (10,688) | (15.5) | % | |||||||||||||||||||||||||||
Sales and marketing expenses decreased $14.1 million or 26.3%, year over year, primarily driven by lower personnel, travel, and meeting expense resulting from our cost reduction initiative and lower commission expense driven by reduced sales.
General and administrative expenses increased $3.4 million or 22.4% year over year. The increase was driven by $6 million of incremental legal expenses associated with our ongoing litigation matters and strategic expenses, including other transaction costs incurred pursuant to our contemplated acquisition of Sanara. These were partially offset by decreases in personnel costs resulting from our cost reduction initiative.
Research and Development Expense
Research and development (“R&D”) expense was $2.8 million for the three months ended September 30, 2026, representing a decrease of $0.9 million, or 24.5%, compared to $3.7 million for the three months ended September 30, 2025. This decrease was primarily driven by lower personnel costs resulting from our cost reduction initiative. Clinical trial costs were comparable year over year, as costs associated with the CHORIOFIX™ randomized controlled trial (“RCT”) were offset by lower costs following the completion of the EPIEFFECT® RCT.
Interest Income, Net
Interest income, net was $0.8 million for the three months ended September 30, 2026, consistent with the three months ended September 30, 2025. Lower interest expense resulting from reduced outstanding debt and lower interest rates on borrowings was largely offset by lower interest income driven by reduced average cash balances and lower yields on the Company’s interest-bearing accounts.
Income Tax Benefit (Provision)
The effective tax rates for the Company were 22% and 27% for the three months ended September 30, 2026 and September 30, 2025, respectively.
Note that we generated pre-tax loss for the three months ended September 30, 2026, meaning that decreases in our effective tax rate would be unfavorable for that period. Conversely, we generated pre-tax income for the three months ended September 30, 2025, meaning that decreases in our effective tax rate would be favorable for that period.
The effective tax rates for the three months ended September 30, 2026 and September 30, 2025 were unfavorably impacted by certain deduction limitations. Additionally, the effective tax rate for the three months ended September 30, 2026 was unfavorably impacted by merger costs related to our pending acquisition of Sanara.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Net sales | $ | 185,636 | $ | 300,535 | $ | (114,899) | (38.2) | % | ||||||||||||||||||
| Cost of sales | 49,929 | 53,958 | (4,029) | (7.5) | % | |||||||||||||||||||||
| Gross profit | 135,707 | 246,577 | (110,870) | (45.0) | % | |||||||||||||||||||||
| Selling, general and administrative | 171,323 | 193,121 | (21,798) | (11.3) | % | |||||||||||||||||||||
| Research and development | 9,712 | 10,336 | (624) | (6.0) | % | |||||||||||||||||||||
| Amortization of intangible assets | 887 | 310 | 577 | nm | ||||||||||||||||||||||
| Interest income, net | 2,449 | 2,029 | 420 | 20.7 | % | |||||||||||||||||||||
| Other expense, net | (407) | (372) | (35) | 9.4 | % | |||||||||||||||||||||
| Income tax benefit (provision) | 9,790 | (11,080) | 20,870 | nm | ||||||||||||||||||||||
| Net (loss) income | (34,383) | 33,387 | (67,770) | nm | ||||||||||||||||||||||
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Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
Net Sales were $185.6 million for the nine months ended September 30, 2026, representing a decrease of $114.9 million, or 38.2%, compared to $300.5 million for the nine months ended September 30, 2025.
Sales by product category were as follows (amounts in thousands):
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||
| Surgical | $ | 115,631 | $ | 102,888 | $ | 12,743 | 12.4 | % | ||||||||||||||||||
| Wound | 70,005 | 197,647 | (127,642) | (64.6) | % | |||||||||||||||||||||
| Total | $ | 185,636 | $ | 300,535 | $ | (114,899) | (38.2) | % | ||||||||||||||||||
Surgical net sales were $115.6 million for the nine months ended September 30, 2026, representing an increase of $12.7 million, or 12.4%, compared to the nine months ended September 30, 2025. This increase was primarily driven by continued growth in our AMNIOFIX and AMNIOEFFECT sheet products as well as our particulate portfolio, including HELIOGEN and complemented by contributions from G4Derm Plus.
Wound net sales were $70.0 million for the nine months ended September 30, 2026, representing a decrease of $127.6 million or 64.6%, compared to the nine months ended September 30, 2025. This decrease was primarily driven by the continued impact of Medicare reimbursement changes which adversely affected both pricing and sales volumes for these products.
Cost of Sales and Gross Profit Margin
Cost of sales was $49.9 million for the nine months ended September 30, 2026, representing a decrease of $4.0 million, or 7.5%, compared to $54.0 million for the nine months ended September 30, 2025. This decrease was primarily driven by lower Wound sales volume and lower production costs, partially offset by unfavorable sales mix and one-time expenses related to our cost reduction initiative incurred during the second quarter of 2026.
Gross profit margin was 73.1% for the nine months ended September 30, 2026 compared to 82.0% for the nine months ended September 30, 2025. This decline was primarily driven by lower pricing in the Wound business following the Medicare reimbursement changes, unfavorable sales mix, and a one-time cost reduction initiative expense. These impacts were partially offset by lower production costs resulting from our cost reduction initiative and improved production throughput.
Selling, General and Administrative Expense
Selling, general and administrative expense was $171.3 million for the nine months ended September 30, 2026, compared to $193.1 million for the nine months ended September 30, 2025. The following table shows the composition of this expense between selling and marketing (“S&M”) and general and administrative (“G&A”) components (amounts in thousands):
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||
Selling and marketing | $ | 129,930 | $ | 148,448 | $ | (18,518) | (12.5) | % | |||||||||||||||||||||||||||||||||
General and administrative | 41,393 | 44,673 | (3,280) | (7.3) | % | ||||||||||||||||||||||||||||||||||||
Selling, general and administrative | $ | 171,323 | $ | 193,121 | $ | (21,798) | (11.3) | % | |||||||||||||||||||||||||||||||||
Sales and marketing expenses decreased $18.5 million or 12.5%, year over year, primarily driven by lower personnel, travel, and meeting expense resulting from our recent cost reduction initiative as well as lower commission expense driven by reduced sales. These decreases were partially offset by bad debt expense associated with the credit deterioration of certain legacy customers, as well as one-time expenses related to our cost reduction initiative incurred during the second quarter of 2026.
General and administrative expenses decreased $3.3 million or 7.3%, year over year, primarily due to the reversal of stock-based compensation expense associated with unvested performance stock unit awards and lower personnel costs resulting from our cost reduction initiative. These savings were partially offset by increased legal expense associated with ongoing legal matters and costs incurred pursuant to our contemplated acquisition of Sanara MedTech Inc (“Sanara”).
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Research and Development Expense
Research and development (“R&D”) expense was $9.7 million for the nine months ended September 30, 2026, compared to $10.3 million for the nine months ended September 30, 2025. This decrease was primarily driven by lower personnel costs associated with our recent cost reduction initiative, partially offset by costs associated with increased enrollment for our EPIEFFECT and CHORIOFIX randomized controlled trials.
Interest Income, Net
Interest income, net was $2.4 million for the nine months ended September 30, 2026 compared to interest income, net of $2.0 million for the nine months ended September 30, 2025, an increase of 0.4 million, or 20.7%. The increase was driven by higher average cash balances maintained in the Company’s interest-bearing accounts, a reduction in outstanding debt, and lower interest rates on outstanding borrowings.
Income Tax Benefit (Provision)
The effective tax rates for the Company were 22% and 25% for the nine months ended September 30, 2026 and 2025, respectively.
Note that we generated pre-tax loss for the nine months ended September 30, 2026, meaning that decreases in our effective tax rate would be unfavorable for that period. Conversely, we generated pre-tax income for the nine months ended September 30, 2025, meaning that decreases in our effective tax rate would be favorable for that period.
The effective tax rate for the nine months ended September 30, 2026 was unfavorably impacted by certain deduction limitations as well as lower stock-based compensation deductions for tax as well as merger costs related to our pending acquisition of Sanara.
The effective tax rate for the nine months ended September 30, 2025 was favorably impacted by greater stock-based compensation deductions for tax. This favorability was offset by certain deduction limitations.
Discussion of Cash Flows
Operating Activities
Cash used in operating activities was $4.2 million during the nine months ended September 30, 2026, representing a decrease of $53.3 million, compared to cash provided by operating activities of $49.0 million for the nine months ended September 30, 2025. This decrease was primarily attributable to lower cash collections associated with reduced sales, higher annual incentive compensation payments made during the first quarter of 2026, and cost reduction initiative-related severance payments made during the second quarter of 2026. These impacts were partially offset by lower operating expenditures resulting from the Company’s ongoing cost reduction initiative and lower commission payments.
Investing Activities
Cash used for investing activities was $6.5 million during the nine months ended September 30, 2026, compared to $6.6 million for the nine months ended September 30, 2025. Cash used during the 2026 period primarily consisted of a $5.0 million payment associated with the acquisition of exclusive distribution rights for RegenKit®‑Wound Gel.
Financing Activities
Cash used for financing activities was $34.6 million during the nine months ended September 30, 2026, compared to $4.8 million for the nine months ended September 30, 2025. This increase was primarily attributable to the repayment of our term loan under the Citizens Credit Agreement and repurchases of common stock under the Company’s Share Repurchase Plan.
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Liquidity and Capital Resources
We require capital for our operating activities, including costs associated with the sale of product through direct and indirect sales channels, research and development activities, compliance costs, costs to sell and market our products, regulatory fees, and legal and consulting fees in connection with ongoing litigation and other matters. We generally fund our operating capital requirements through our operating activities and cash reserves. We expect to use capital to invest in the broadening of our product portfolio, including through potential acquisitions, licensing agreements or other arrangements, the international expansion of our business and certain capital projects. In addition, we will require approximately $303 million of cash to
fund the cash portion of the consideration payable in the Acquisition, which we expect to fund with the proceeds of the
$300.0 million Hayfin Term Loan and cash on hand, as well as cash to pay transaction-related costs, the Ticking Fee
under the Hayfin Commitment and, under specified circumstances, a $22.5 million termination fee payable to Sanara.
Accordingly, following the closing of the Acquisition, our debt service requirements will increase materially.
As of September 30, 2026, we had $120.8 million of cash and cash equivalents, total current assets of $187.2 million and total current liabilities of $43.0 million. We had no long term debt outstanding and $75.0 million of availability under our Revolving Credit Facility, subject to the terms of the covenant waiver described below.
The Company is currently paying its obligations in the ordinary course of business. We believe that our cash from operating activities, existing cash and cash equivalents, and available credit under the Citizens Credit Agreement, as defined below, will enable us to meet our operational liquidity needs for the twelve months following the filing date of this Quarterly Report.
Citizens Credit Agreement
On January 19, 2024, the Company entered into a Credit Agreement (the “Citizens Credit Agreement”) with Citizens Bank, N.A. and Bank of America, N.A. (collectively, the “Lenders”), which provided the Company with a $75.0 million Revolving Credit Facility and $20.0 million Term Loan Facility.
During the third quarter of 2026, we repaid the remaining principal balance of $17.3 million on the Term Loan Facility, and have no further obligations with respect to that borrowing.
The Citizens Credit Agreement requires that we comply with certain financial covenants, including a maximum total net leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as other customary restrictive covenants.
As of September 30, 2026, we were not in compliance with the financial covenants pursuant to the Citizens Credit Agreement, constituting an Event of Default (as defined). We agreed with the Lenders to waive the default until such time that the Company regains compliance with the financial covenants.
As of September 30, 2026, the Company had no remaining principal outstanding on the Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. In connection with the execution and delivery of definitive documentation with respect to the Hayfin Term Loan once funded in connection with the closing of the Acquisition (each as defined below), we expect that the Citizens Credit Agreement will be terminated and any amounts outstanding will be repaid in full.
Share Repurchase Plan
In February 2026, our Board of Directors (the “Board”) authorized us to periodically repurchase up to $100.0 million of our outstanding common stock (the “Share Repurchase Plan”) through February 2028. The timing and amount of repurchases, if any, will depend on a number of factors, including capital requirements for inorganic business development, market conditions, our financial condition, operating results, and other business considerations. Notwithstanding the Share Repurchase Plan, management’s focus remains on executing on our strategic initiatives, including inorganic growth investments. The Share Repurchase Plan does not obligate us to repurchase any shares.
During the nine months ended September 30, 2026, we repurchased 3.5 million shares on the open market for $12.7 million. Pursuant to the terms of the Share Repurchase Plan, we have $87.3 million of authorized purchase capacity as of September 30, 2026.
Merger Agreement and Debt Financing Commitment
Merger Agreement
On July 29, 2026, we entered into a definitive agreement (the “Merger Agreement”) with Sanara MedTech Inc. (“Sanara”) to acquire all outstanding shares of Sanara (the “Acquisition”) in a cash and stock transaction that values Sanara at $35.00 per share, reflecting an enterprise value of approximately $350 million. Under the terms of the agreement, each outstanding share of
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Sanara common stock will be converted into the right to receive $33.00 in cash and 0.4735 shares of our common stock, representing aggregate consideration of approximately $303 million in cash and approximately 4.4 million shares of our common stock, subject to applicable adjustments.
The Merger Agreement contains certain termination rights for both parties. Under specified circumstances, Sanara would be required to pay us a termination fee of $9.7 million, and, under other specified circumstances, we would be required to pay Sanara a termination fee of $22.5 million.
Consummation of the Acquisition remains subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), and the satisfaction of other customary closing conditions.
On October 15, 2026, we and Sanara each received a request for additional information (the “Second Request”) and documentary materials from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Acquisition. The effect of the Second Request is to extend the waiting period imposed by HSR until 30 days after the parties have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated earlier by the FTC. Completion of the Acquisition remains subject to the expiration or termination of the waiting period under HSR. We continue to work constructively with the FTC in its review of the Merger.
The Merger Agreement terminates if the Acquisition has not been consummated on or before July 29, 2027 (along with any extensions, the “End Date”). Either we or Sanara may extend the End Date to a date not later than January 29, 2028, if certain conditions are met.
As of September 30, 2026, the Acquisition had not closed.
Hayfin Financing Commitment
Concurrently with the Merger Agreement, we obtained a debt financing commitment (the “Hayfin Commitment”) from Hayfin Capital Management LLP (“Hayfin”) for a six-year, $300.0 million (the “Initial Commitment”) first lien senior secured term loan (the “Hayfin Term Loan”) bearing interest at a Term SOFR plus 6.25%, the proceeds of which, together with cash on hand, are expected to fund the cash portion of the consideration. The Hayfin Commitment is contingent upon the closing of the Acquisition, at which time the Hayfin Term Loan will be funded. However, the Hayfin Commitment is effective until five days following the End Date, inclusive of any extensions.
The Hayfin Commitment requires us to pay a ticking fee (the “Ticking Fee”) beginning in October 2026 through the earlier of the Termination Date or the Closing Date (as those terms are defined in the Merger Agreement). The Ticking Fee accrues daily at 1.00% per annum beginning in October 2026, and accrues at 50% of the Margin per annum beginning in January 2027, in each case calculated on the balance of the Initial Commitment.
As of September 30, 2026, the Hayfin Commitment had not been funded.
Contractual Obligations
Other than the pending Acquisition, the debt financing commitment and related Ticking Fee obligations described above under “Merger Agreement and Debt Financing Commitment” and the repayment of the Term Loan Facility under the Citizens Credit Agreement, there were no significant changes to our contractual obligations during the nine months ended September 30, 2026 from those disclosed in the section Item 7, “Management’s Discussion and Analysis of Financial Condition and Results from Operations”, in the 2025 Form 10-K.
Critical Accounting Estimates
In preparing financial statements, we follow accounting principles generally accepted in the United States, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We regularly review our accounting policies and financial information disclosures. A summary of critical accounting estimates in preparing the financial statements was provided in our 2025 Form 10-K.
In addition to those Critical Accounting Estimates identified in our 2025 Form 10-K, we have identified the following critical accounting estimates:
Allowance for Credit Losses
Description
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We present our trade accounts receivable net of our current expectation for credit losses. Allowance for credit losses is estimated periodically and changes to the allowance for credit losses are recognized as expense in the period of change.
Judgments and Uncertainties
Our expectations for credit losses are evaluated based on relevant, available information as of each reporting date. This information includes, among other information:
1.The current aging of outstanding receivables,
2.Historical collection patterns from various classes of customers, and
3.Customer-specific indications of deteriorated credit quality, such as bankruptcies, collections, or similar events.
Write-offs of associated receivables cause us to reduce the allowance and only impact the consolidated statement of operations in the period in which it occurs to the extent that the receivable was not fully reserved at the time of write-off. Other revisions to the reserve, which reflect changes in our expectations in credit losses, are accounted for prospectively as credit loss expense or reversal.
Sensitivity of the Estimate to Change
We have reserved $14.1 million for credit losses against a gross accounts receivable balance of $51.4 million as of September 30, 2026. Subsequent deviations in customer collection patterns relative to historical norms, as well as significant, customer-specific changes in facts and circumstances could cause us to materially revise our allowance for credit losses. Such changes will result in the reflection of credit loss expense or reversal in the period such changes are identified.
Recent Accounting Pronouncements
For the effect of recent accounting pronouncements, see Note 2, Significant Accounting Policies, to the unaudited condensed consolidated financial statements contained herein.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to risks associated with changes in interest rates that could adversely affect our results of operations and financial condition. We do not hedge against interest rate risk.
There have been no material changes in market risk from the information provided in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective at a reasonable assurance level in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the ordinary course of its business activities, some of which involve claims for substantial amounts. The ultimate outcome of these suits cannot be ascertained at this time. For a description of material legal and regulatory proceedings, including the Company’s litigation challenging the FDA’s regulatory classification of AXIOFILL, see Note 12, “Commitments and Contingencies — Litigation and Regulatory Matters”, to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference.
Item 1A. Risk Factors
An investment in our Common Stock involves a substantial risk of loss. You should carefully consider the risks described below, together with the other information contained in this Quarterly Report on Form 10-Q and the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Risks Related to the Sanara Acquisition
The Acquisition may be delayed or not completed.
The completion of our pending acquisition of Sanara is subject to a number of conditions, including the expiration or termination of the applicable waiting period under the HSR Act, and other closing conditions set forth in the Merger Agreement.
On October 15, 2026, we and Sanara each received a request for additional information and documentary materials (a “Second Request”) from the FTC in connection with the FTC’s review of the Acquisition. The effect of the Second Request is to extend the waiting period under the HSR Act until 30 days after we have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated earlier by the FTC or the agency otherwise decides to close its review without substantial compliance and grant early termination.
The Second Request may delay completion of the Acquisition and require us to devote significant time and resources to the regulatory review process. There can be no assurance as to the timing or outcome of the FTC’s review. The FTC could seek to prevent the Acquisition or impose conditions, limitations or restrictions in connection with the Acquisition that could delay completion of the Acquisition, impose additional costs, reduce the anticipated benefits of the Acquisition or cause the Acquisition not to be completed.
If the Acquisition is delayed or not completed, we may incur significant expenses without realizing the anticipated benefits of the Acquisition. Failure to complete the Acquisition could also adversely affect our relationships with employees, customers and other business partners and could adversely affect our business, results of operations and financial condition.
We may be unable to obtain the financing necessary to complete the Acquisition.
We expect to fund a portion of the cash consideration payable in the Acquisition with proceeds from debt financing contemplated by the Hayfin Commitment. The completion of the Acquisition is not conditioned on our receipt of such financing. If the contemplated debt financing is not available when required, we may be required to obtain alternative financing, which may not be available on acceptable terms or at all and may be more costly or otherwise less favorable than the contemplated financing.
Our ability to obtain the contemplated financing is subject to the satisfaction of the conditions set forth in the applicable Hayfin Commitment. If we are unable to obtain sufficient financing when required, the Acquisition could be delayed or may not be completed, and under certain circumstances we may be required to pay a termination fee. In addition, alternative financing arrangements could impose additional costs or restrictions on us that could adversely affect our business, results of operations and financial condition.
The indebtedness we expect to incur in connection with the Acquisition may adversely affect our financial health.
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We expect to incur significant additional indebtedness in connection with the Acquisition in the form of the Hayfin Term Loan. This additional indebtedness could increase our debt service obligations, reduce the amount of cash available for working capital, capital expenditures, acquisitions and other general corporate purposes, limit our ability to obtain additional financing and increase our vulnerability to adverse economic and industry conditions.
The definitive financing documentation is also expected to contain operating and financial restrictions and covenants that may limit our ability to incur additional indebtedness, make investments, pay dividends or make other restricted payments, dispose of assets or engage in other transactions. Our failure to comply with such covenants could result in an event of default and permit the lenders to accelerate amounts outstanding and exercise other remedies. Any of these consequences could adversely affect our business, results of operations and financial condition.
The pending Acquisition may disrupt our business and divert management’s attention.
The pendency of the Acquisition could result in uncertainty among our employees, customers and other business partners and could adversely affect our ability to retain key employees and maintain business relationships.
In addition, management and other employees are devoting significant time and resources to matters relating to the Acquisition, including the FTC’s review and responding to the Second Request. These activities could divert management’s attention and other resources from our existing business and other strategic opportunities. The Merger Agreement also restricts certain actions we may take while the Acquisition is pending, which could prevent us from pursuing certain business opportunities or taking other actions that we might otherwise consider beneficial. Any of these matters could adversely affect our business, results of operations and financial condition, regardless of whether the Acquisition is completed.
We may be unable to successfully integrate Sanara or realize the anticipated benefits of the Acquisition.
The success of the Acquisition will depend, in part, on our ability to successfully integrate Sanara and realize the anticipated benefits of the Acquisition. The integration of Sanara may be more difficult, costly or time-consuming than anticipated, and we may be unable to successfully integrate, operate, maintain and manage the acquired operations. We may also be unable to realize the anticipated benefits of the Acquisition, including anticipated revenues, cost savings or synergies.
The integration process could result in the loss of key employees, disruption of our existing business or that of Sanara, disruption of business relationships and diversion of management’s attention and resources. We have also incurred, and expect to continue to incur, significant transaction, financing, regulatory and integration-related costs in connection with the Acquisition, many of which will be incurred regardless of whether the Acquisition is completed. If we are unable to successfully integrate Sanara or realize the anticipated benefits of the Acquisition, our business, results of operations and financial condition could be adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1 # | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2 # | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1 # | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2 # | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS # | XBRL Instance Document | |||||||
| 101.SCH # | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL # | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF # | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB # | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE # | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 # | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| # | Filed or furnished herewith | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
October 28, 2026 | MIMEDX GROUP, INC. | |||||||
| By: | /s/ Doug Rice | |||||||
| Doug Rice | ||||||||
| Chief Financial Officer | ||||||||
| (duly authorized officer) | ||||||||
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