MiMedx Group (Nasdaq: MDXG) posts Q2 loss, plans $350M Sanara acquisition
MiMedx Group reported sharply weaker results for the quarter ended June 30, 2026 and disclosed a pending acquisition. Net sales were $64,362 thousand, down 34.7% from 2025, as Wound revenue fell 61.1% to $25,065 thousand following Medicare reimbursement changes; Surgical revenue rose 15.1% to $39,297 thousand.
Gross margin narrowed to 69.0% from 81.1%. The company posted a quarterly net loss of $14,840 thousand (basic and diluted loss per share $0.10) versus prior-year net income of $9,618 thousand, and a six‑month net loss of $25,700 thousand. Cash and cash equivalents were $135,839 thousand, with $8,136 thousand of cash used in operating activities year to date, $17,250 thousand outstanding on the term loan at a 6.0% rate, and no revolver borrowings.
MiMedx repurchased 3,464,399 shares for about $12.7 million under a $100 million Share Repurchase Plan. After quarter‑end, it agreed to acquire Sanara MedTech for $35.00 per share, valuing Sanara at approximately $350 million, using roughly $302 million in cash and 4,400,000 MiMedx shares, backed by a committed $300.0 million six‑year Hayfin term loan at Term SOFR plus 6.25% and an announced prepayment of the remaining $17.3 million Citizens term loan.
Positive
- Surgical net sales grew 15.1% year over year to $39,297 thousand, marking continued strength in the Surgical portfolio.
- Liquidity remains solid with $135,839 thousand in cash and cash equivalents and the $75.0 million revolving credit facility undrawn.
- Sanara MedTech acquisition for about $350 million enterprise value could expand the product portfolio and scale, supported by committed $300.0 million financing.
- Share Repurchase Plan is active, with 3,464,399 shares bought for roughly $12.7 million, signaling willingness to return capital to shareholders.
Negative
- Total net sales declined 34.7% year over year to $64,362 thousand, driven by a 61.1% drop in Wound revenue after Medicare reimbursement changes.
- Profitability deteriorated, swinging from $9,618 thousand of Q2 2025 net income to a Q2 2026 net loss of $14,840 thousand and a six‑month loss of $25,700 thousand.
- Gross margin compressed to 69.0% from 81.1%, reflecting lower Wound pricing and higher manufacturing and cost‑reduction related expenses.
- Operating cash flow turned negative, with $8,136 thousand of cash used in operating activities in the first half of 2026 versus $19,718 thousand provided a year earlier.
- Credit risk increased, as the allowance for credit losses rose to $14,803 thousand from $3,944 thousand a year earlier due to deterioration among certain legacy customers.
- Leverage is set to rise with a new $300.0 million senior secured term loan committed to finance the Sanara acquisition, carrying Term SOFR plus 6.25%.
Filing Explained
At June 30, MiMedx had reserved $14.8 million against $56.1 million of gross receivables and reported additional contingent obligations.
This completed, unaudited quarterly report records that MiMedx reserved
The reserve reflects expected credit losses and can change with collection patterns or customer-specific credit information; any revision affects expense or reversal when identified.
The filing also records a remaining
Separately, the Regen Lab agreement permits up to
The named watch items are changes to the credit-loss reserve and achievement of the Regen Lab revenue milestones, while the TELA payment is scheduled for the third quarter of
Key Figures
Net sales Q2 2026: $64,362 thousand
Net (loss) income Q2 2026: $14,840 thousand
Surgical net sales Q2 2026: $39,297 thousand
+6 more
9 metrics
Net sales Q2 2026
$64,362 thousand
Net sales for the quarter ended June 30, 2026, down 34.7% year over year
Net (loss) income Q2 2026
$14,840 thousand
Net loss for the quarter ended June 30, 2026, versus $9,618 thousand income in Q2 2025
Surgical net sales Q2 2026
$39,297 thousand
Surgical product sales for Q2 2026, up 15.1% from Q2 2025
Wound net sales Q2 2026
$25,065 thousand
Wound product sales for Q2 2026, down 61.1% year over year
Cash and cash equivalents
$135,839 thousand
Cash and cash equivalents balance as of June 30, 2026
Operating cash flow H1 2026
$8,136 thousand
Cash used in operating activities for the six months ended June 30, 2026
Allowance for credit losses
$14,803 thousand
Allowance for credit losses on accounts receivable as of June 30, 2026
Sanara acquisition enterprise value
$350 million
Approximate enterprise value of proposed Sanara MedTech acquisition at $35.00 per share
Hayfin Term Loan commitment
$300.0 million
Committed six-year senior secured term loan at Term SOFR plus 6.25% to fund acquisition
Key Terms
Share Repurchase Plan, Term SOFR, Human Cell, Tissue or Cellular or Tissue-based Product, Fair Value Option, +2 more
6 terms
Share Repurchase Plan financial
"repurchased approximately $13 million of common stock under our Share Repurchase Plan"
A share repurchase plan is when a company uses cash to buy its own stock from the market, reducing the number of shares available to investors. This matters because fewer shares can make each remaining share represent a larger piece of ownership and boost earnings-per-share—like slicing a pizza into fewer pieces so each slice is bigger—and it can signal management thinks the stock is undervalued, though it also means cash won’t be used for other purposes.
Term SOFR financial
"The Hayfin Term Loan will carry an interest rate of 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.
Human Cell, Tissue or Cellular or Tissue-based Product regulatory
"AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product"
Fair Value Option financial
"elected to account for the Vaporox Note pursuant to the Fair Value Option guidance"
An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.
Allowance for credit losses financial
"We have reserved $14.8 million for credit losses against a gross accounts receivable balance"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
Rule 10b5-1 trading arrangement regulatory
"no director or officer adopted or terminated a Rule 10b5-1 trading arrangement"
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FAQ
How did MiMedx Group (MDXG) perform financially in Q2 2026?
MiMedx’s Q2 2026 net sales were $64,362 thousand, down 34.7% year over year, and it reported a net loss of $14,840 thousand. The prior-year quarter showed net income of $9,618 thousand, highlighting a significant deterioration in profitability.
What drove the change in MiMedx (MDXG) Surgical and Wound sales?
Surgical net sales increased 15.1% to $39,297 thousand, led by AMNIOFIX and AMNIOEFFECT growth. Wound net sales dropped 61.1% to $25,065 thousand, primarily due to Medicare reimbursement changes that reduced both pricing and volumes.
What is the impact of Medicare reimbursement changes on MiMedx (MDXG)?
Medicare reimbursement changes effective January 1, 2026 adversely affected pricing and volumes in the Wound business. This was the primary reason Wound net sales fell 61.1% year over year, driving the overall 34.7% decline in total net sales.
What are the key terms of MiMedx’s planned acquisition of Sanara MedTech (MDXG)?
MiMedx agreed to acquire Sanara for $35.00 per share, implying an enterprise value of about $350 million. Consideration includes approximately $302 million in cash plus 4,400,000 MiMedx shares, supported by a committed $300.0 million Hayfin term loan.
How is MiMedx (MDXG) financing the Sanara acquisition and managing its debt?
To finance Sanara, MiMedx obtained a commitment for a $300.0 million six-year senior secured term loan at Term SOFR plus 6.25%. It also notified Citizens of its intent to prepay the remaining $17.3 million Citizens Term Loan on July 30, 2026.
What is MiMedx’s (MDXG) liquidity position and cash flow trend?
As of June 30, 2026, MiMedx held $135,839 thousand in cash and cash equivalents and had its $75.0 million revolver fully available. However, operating activities used $8,136 thousand of cash in the first half of 2026 after positive cash flow in 2025.
How much stock did MiMedx (MDXG) repurchase under its Share Repurchase Plan?
During Q2 2026, MiMedx repurchased 3,464,399 shares at an average price of $3.67, spending roughly $12.7 million. This leaves $87,306,441 of authorized capacity under the company’s $100.0 million Share Repurchase Plan through February 2028.
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 145,760,468 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of July 23, 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 | 25 | ||||||
| Item 4 | Controls and Procedures | 25 | ||||||
| Part II OTHER INFORMATION | ||||||||
| Item 1 | Legal Proceedings | 26 | ||||||
| Item 1A | Risk Factors | 26 | ||||||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | ||||||
| Item 3 | Defaults upon Senior Securities | 26 | ||||||
| Item 4 | Mine Safety Disclosures | 26 | ||||||
| Item 5 | Other Information | 26 | ||||||
| Item 6 | Exhibits | 27 | ||||||
| Signatures | 27 | |||||||
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;
•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, if any.
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)
| June 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 June 30, | Six Months Ended June 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 income | ( | ( | |||||||||||||||||||||
| Other 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 March 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share repurchases pursuant to share repurchase plan | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In | Treasury Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Total | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 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 reversal | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Balance at June 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 June 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)
| Six Months Ended June 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 | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Credit loss expense | ||||||||||||||
| Non-cash lease expenses | ||||||||||||||
| Share-based compensation | ( | |||||||||||||
| Deferred income taxes | ( | |||||||||||||
| 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 | ( | ( | ||||||||||||
| Net cash flows used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Cash paid for share repurchases pursuant to Share Repurchase Plan | ( | |||||||||||||
| Stock repurchased for tax withholdings on vesting of restricted stock | ( | ( | ||||||||||||
| Principal payments on Citizens Term Loan Facility | ( | ( | ||||||||||||
| Cash paid for Profit Share Payment (Note 12) | ( | ( | ||||||||||||
| Deferred financing cost | ( | |||||||||||||
| 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.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 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 of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing 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 six months ended June 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 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):
| June 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 six months ended June 30, 2026 and 2025 were as follows (in thousands):
| Balance at December 31, 2025 | $ | |||||||
Credit loss expense | ||||||||
| Write-offs | ( | |||||||
| Balance at March 31, 2026 | $ | |||||||
| Credit loss expense | ||||||||
| Write-offs | $ | ( | ||||||
| Balance at June 30, 2026 | $ | |||||||
| Balance at December 31, 2024 | $ | |||||||
Credit loss expense | ||||||||
| Write-offs | ||||||||
| Balance at March 31, 2025 | $ | |||||||
| Credit loss expense | ||||||||
| Write-offs | ( | |||||||
| Balance at June 30, 2025 | $ | |||||||
4. Inventory
Inventory consisted of the following (in thousands):
| June 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):
| June 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation Expense | $ | $ | $ | $ | |||||||||||||||||||
6. Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
| June 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 | ( | ( | |||||||||||||||||||||
| Supplier relationships | ( | ( | |||||||||||||||||||||
| Tradenames and trademarks | ( | ||||||||||||||||||||||
| Total amortized intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||
| Tradenames and trademarks | $ | $ | $ | $ | |||||||||||||||||||
| Patents in Process | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||
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7. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| June 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 the Citizens Credit Agreement, which provided the Company with a $75.0 million Revolving Credit Facility and a $20.0 million Term Loan Facility. The Company had no outstanding borrowings under the Revolving Credit Facility as of June 30, 2026. The Term Loan Facility matures on January 19, 2029 (the “Maturity Date”).
Borrowings under the Citizens Credit Agreement bear interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term SOFR as defined therein, in each case plus an applicable margin ranging from 1.25 % and 2.50 % with respect to Alternate Base Rate borrowings and 2.25 % and 3.50 % for Term SOFR borrowings, plus a fallback provision of 0.1 %. The Term Loan Facility carried an interest rate of 6.0 % as of June 30, 2026.
The noncurrent portion of the Term Loan Facility was $15.7 million and $16.5 million as of June 30, 2026 and December 31, 2025, respectively. The current portion of the Term Loan Facility was $1.5
Interest expense related to the Term Loan Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.3 million and $0.4 million for the three months ended June 30, 2026 and June 30, 2025, respectively. Interest expense related to the Term Loan Facility was $0.7 million and $0.8 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
Interest expense related to the Revolving Credit Facility included in interest income, net in the unaudited condensed consolidated statements of operations was $0.1 0.2
A summary of principal payments due on the Term Loan Facility, by year, from June 30, 2026 through maturity are as follows (in thousands):
| Year ending December 31, | Principal | ||||
2026 (excluding the six months ended June 30, 2026) | $ | ||||
2027 | |||||
2028 | |||||
2029 | |||||
| Outstanding principal | $ | ||||
As of June 30, 2026, the fair value of the Term Loan Facility was $16.4 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. Fair value was calculated by discounting the remaining cash flows associated with the Term Loan Facility to June 30, 2026 using this discount rate.
9. Net Income Per Common Share
Net income per common share is calculated using two methods: basic and diluted.
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Basic Net Income Per Common Share
The following table provides a reconciliation of net income from continuing operations and calculation of basic net income per common share for each of the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts).
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic net (loss) income per common share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Diluted Net Income Per Common Share
The following table sets forth the computation of diluted net income per common share (in thousands, except share and per share amounts):
| Three Months Ended June 30, | Six Months Ended June 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 | |||||||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
| 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 June 30, | Six Months Ended June 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 16.5 % and 26.1 % for the three months ended June 30, 2026 and June 30, 2025, respectively. The effective tax rates for the company were 22.4 % and 23.0 % for the six months ended June 30, 2026 and 2025, respectively.
Note that the Company generated net loss before income tax provision for the three and six months ended June 30, 2026, meaning that decreases in the effective tax rates would be unfavorable for those periods. Conversely, the Company generated net income before income tax provision for the three and six months ended June 30, 2025, meaning that decreases in its effective tax rate would favorable for that period.
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The effective tax rate for the three and six months ended June 30, 2026 was unfavorably impacted by deduction limitations on executive compensation, as well as shortfall on restricted stock vestings.
The effective tax rate for the three and six months ended June 30, 2025 was favorably impacted by windfall on restricted stock vestings, partially offset by deduction limitations on executive compensation.
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):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Non-cash activities: | |||||||||||
| Right of use assets arising from operating lease liabilities | |||||||||||
| Issuance of shares pursuant to employee stock purchase plan | |||||||||||
| Shares repurchased on account | |||||||||||
| Unpaid acquisition consideration in accrued expenses | |||||||||||
12. Commitments and Contingencies
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 we market as HELIOGEN. Pursuant to the TELA APA, the Company is 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. The company’s remaining obligation of Profit Share Payments to TELA as of June 30, 2026 was $1.0 million.This amount will be paid during the third quarter of 2026.
As of June 30, 2026, the fair value for the minimum amount of Profit Share Payments was $1.0 million. This amount reflects the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Company’s borrowing rate plus a risk premium, all of which reflect Level 3 inputs. This amount is reflected as part of other current liabilities in the unaudited condensed consolidated balance sheet as of that date.
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 June 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
15
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):
| Three Months Ended June 30, | Six Months Ended June 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 six months ended June 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 administrative expense (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 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):
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| Three Months Ended June 30, | Six Months Ended June 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
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 June 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 June 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 June 30, 2026, no contingent consideration milestones pursuant to the Regen Agreement have been met.
16. Subsequent Events
Sanara Agreement
On July 29, 2026, the Company entered into a definitive agreement with Sanara MedTech Inc. (“Sanara”) under which the Company agreed 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. Subject to the receipt of Sanara’s stockholder approval and the satisfaction of other customary closing conditions, the Company agreed to pay approximately $302 million in cash and issue 4,400,000 shares of its common stock to Sanara’s stockholders on the closing date, which is anticipated to occur in 2026.
On that same day, in anticipation of financing the Acquisition, the Company received a commitment from Hayfin Capital Management LLP (“Hayfin”) pursuant to which certain funds managed and/or advised by Hayfin committed to provide the Company with debt financing for the Acquisition in the form of a 6-year , $300.0 million senior secured term loan (the “Hayfin
17
Term Loan”) that will be funded at the closing date. The Hayfin Term Loan will carry an interest rate of Term SOFR plus 6.25 % for the first year following the closing date and is subject to various covenants over the duration of the loan.
Citizens Term Loan
On July 27, 2026, the Company submitted notice to Citizens that it intends to prepay the remaining $17.3 million outstanding principal balance of the Citizens Term Loan on July 30, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
During the second quarter of 2026, we continued to execute our strategic priorities, including expanding our Surgical portfolio, launching new products, advancing recent cost reduction initiatives, and returning capital to shareholders through our Share Repurchase Plan. These efforts contributed to continued growth in the Surgical business, which demonstrated a sixth consecutive quarter of double-digit year-over-year growth.
•Net sales were $64 million, a decrease of 35% compared to the prior year period, driven by a 61% decline in Wound sales, partially offset by 15% growth in Surgical sales. Surgical growth was driven by continued adoption of AMNIOFIX®, AMNIOEFFECT®, and our particulate portfolio, as well as contributions from the Company’s distribution agreement with Summit Products Group, namely G4Derm® Plus.
•We reported a GAAP net loss of $15 million or $0.10 per diluted share, and ended the quarter with $136 million of cash and cash equivalents.
•During the quarter, we completed a reduction-in-force and implemented additional cost reduction initiatives designed to align our cost structure with current business needs and support operating efficiency.
•Separately, we repurchased approximately $13 million of common stock under our Share Repurchase Plan, reflecting our continued commitment to disciplined capital allocation and delivering long-term shareholder value.
Overview
MIMEDX is a pioneer and leader focused on helping humans heal. The Company has more than 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 U.S. Food & Drug Administration (“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 six months ended June 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 June 30, 2026 Compared to the Three Months Ended June 30, 2025
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net sales | $ | 64,362 | $ | 98,605 | $ | (34,243) | (34.7) | % | |||||||||||||||||||||
| Cost of sales | 19,981 | 18,681 | 1,300 | 7.0 | % | ||||||||||||||||||||||||
| Gross profit | 44,381 | 79,924 | (35,543) | (44.5) | % | ||||||||||||||||||||||||
| Selling, general and administrative | 59,779 | 64,151 | (4,372) | (6.8) | % | ||||||||||||||||||||||||
| Research and development | 2,777 | 3,303 | (526) | (15.9) | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 291 | 100 | 191 | nm | |||||||||||||||||||||||||
| Interest income, net | 788 | 738 | 50 | 6.8 | % | ||||||||||||||||||||||||
| Other expense, net | (102) | (101) | (1) | 1.0 | % | ||||||||||||||||||||||||
Income tax provision benefit (expense) | 2,940 | (3,389) | 6,329 | nm | |||||||||||||||||||||||||
| Net (loss) income | (14,840) | 9,618 | (24,458) | nm | |||||||||||||||||||||||||
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
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Net Sales
Net sales were $64.4 million for the three months ended June 30, 2026, representing a decrease of $34.2 million, or 34.7%, compared to $98.6 million for the three months ended June 30, 2025.
Sales by product category were as follows (amounts in thousands):
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||
Surgical | $ | 39,297 | $ | 34,129 | $ | 5,168 | 15.1 | % | ||||||||||||||||||||||||||||||||||||||||||
Wound | 25,065 | 64,476 | (39,411) | (61.1) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 64,362 | $ | 98,605 | $ | (34,243) | (34.7) | % | ||||||||||||||||||||||||||||||||||||||||||
Surgical net sales were $39.3 million for the three months ended June 30, 2026, representing an increase of $5.2 million, or 15.1%, compared to $34.1 million for the three months ended June 30, 2025. This increase was primarily driven by continued growth in the AMNIOFIX and AMNIOEFFECT sheet products.
Wound net sales were $25.1 million for the three months ended June 30, 2026, representing a decrease of $39.4 million or 61.1%, compared to $64.5 million for the three months ended June 30, 2025. This decline 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 were $20.0 million for the three months ended June 30, 2026, representing an increase of $1.3 million, or 7.0%. compared to $18.7 million for the three months ended June 30, 2025. This increase was primarily driven by increased sales volume and one-time expenses related to our cost reduction initiative.
Gross profit margin was 69.0% for the three months ended June 30, 2026, compared to 81.1% for the three months ended June 30, 2025. This decline was primarily driven by lower pricing in the Wound business following the Medicare reimbursement changes and higher manufacturing costs.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense was $59.8 million for the three months ended June 30, 2026, compared to $64.2 million for the three months ended June 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):
| Three Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||
Selling and marketing | $ | 46,416 | $ | 47,867 | $ | (1,451) | (3.0) | % | |||||||||||||||||||||||||||
General and administrative | 13,363 | 16,284 | (2,921) | (17.9) | % | ||||||||||||||||||||||||||||||
Selling, general and administrative | $ | 59,779 | $ | 64,151 | $ | (4,372) | (6.8) | % | |||||||||||||||||||||||||||
Sales and marketing expenses decreased $1.5 million or 3.0%, 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 offset by bad debt expense, which increased $5.0 million, year over year. This increase is associated with the credit deterioration of certain legacy customers.
General and administrative expenses decreased $2.9 million or 17.9% year over year, primarily due to lower personnel expense resulting from our recent cost reduction initiative. This decrease was partially offset by increased legal expense associated with ongoing legal matters.
Research and Development Expense
Research and development (“R&D”) expense was $2.8 million for the three months ended June 30, 2026, representing a decrease of $0.5 million, or 15.9%, compared to $3.3 million for the three months ended June 30, 2025. This decrease was primarily driven by completion of patient activities in our EPIEFFECT study and the results of our cost reduction initiative. These impacts were offset by costs incurred toward our 510(k) submissions.
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Interest Income, Net
Interest income, net was $0.8 million for the three months ended June 30, 2026, representing an increase of $0.1 million or 6.8% compared to $0.7 million for the three months ended June 30, 2025. The increase was driven by higher average cash balances maintained in the Company’s interest-bearing accounts and a reduction in outstanding debt. These impacts were offset by lower market interest rates.
Income Tax Provision
The effective tax rates for the Company were 16.5% and 26.1% for the three months ended June 30, 2026 and June 30, 2025, respectively.
Note that we generated pre-tax loss for the three months ended June 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 June 30, 2025, meaning that decreases in our effective tax rate would favorable for that period.
The effective tax rate for the three months ended June 30, 2026 was unfavorably impacted due to deduction limitations on executive compensation, in part resulting from one-time costs associated with our recent cost reduction initiative. Shortfall on restricted stock vestings further contributed to the unfavorability.
The effective tax rate for the three months ended June 30, 2025 was favorably impacted by windfall on restricted stock vestings. This was offset by deduction limitations on executive compensation.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Net sales | $ | 123,353 | $ | 186,810 | $ | (63,457) | (34.0) | % | ||||||||||||||||||
| Cost of sales | 37,348 | 35,239 | 2,109 | 6.0 | % | |||||||||||||||||||||
| Gross profit | 86,005 | 151,571 | (65,566) | (43.3) | % | |||||||||||||||||||||
| Selling, general and administrative | 113,010 | 124,120 | (11,110) | (9.0) | % | |||||||||||||||||||||
| Research and development | 6,917 | 6,632 | 285 | 4.3 | % | |||||||||||||||||||||
| Amortization of intangible assets | 592 | 199 | 393 | nm | ||||||||||||||||||||||
| Interest income, net | 1,673 | 1,244 | 429 | 34.5 | % | |||||||||||||||||||||
| Other expense, net | (270) | (247) | (23) | 9.3 | % | |||||||||||||||||||||
| Income tax provision benefit (expense) | 7,411 | (4,978) | 12,389 | nm | ||||||||||||||||||||||
| Net (loss) income | (25,700) | 16,639 | (42,339) | nm | ||||||||||||||||||||||
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
Net Sales were $123.4 million for the six months ended June 30, 2026, representing a decrease of $63.5 million, or 34.0%, compared to $186.8 million for the six months ended June 30, 2025.
Sales by product category were as follows (amounts in thousands):
| Six Months Ended June 30, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||
| Surgical | $ | 75,671 | $ | 66,261 | $ | 9,410 | 14.2 | % | ||||||||||||||||||
| Wound | 47,682 | 120,549 | (72,867) | (60.4) | % | |||||||||||||||||||||
| Total | $ | 123,353 | $ | 186,810 | $ | (63,457) | (34.0) | % | ||||||||||||||||||
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Surgical net sales were $75.7 million for the six months ended June 30, 2026, representing an increase of $9.4 million, or 14.2%, compared to the six months ended June 30, 2025. This increase was primarily driven by continued growth in the AMNIOFIX and AMNIOEFFECT sheet products.
Wound net sales were $47.7 million for the six months ended June 30, 2026, representing a decrease of 72.9 million or 60.4%, compared to the six months ended June 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 were $37.3 million for the six months ended June 30, 2026, representing an increase of $2.1 million, or 6.0%, compared to $35.2 million for the six months ended June 30, 2025. This increase was primarily driven by increased sales volumes and one-time expenses related to our cost reduction initiative.
Gross profit margin was 69.7% for the six months ended June 30, 2026 compared to 81.1% for the six months ended June 30, 2025. This decline was driven by lower pricing in the Wound business following the Medicare reimbursement changes and higher manufacturing costs.
Selling, General and Administrative Expense
Selling, general and administrative expense was $113.0 million for the six months ended June 30, 2026, compared to $124.1 million for the six months ended June 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):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||
Selling and marketing | $ | 90,328 | $ | 94,728 | $ | (4,400) | (4.6) | % | |||||||||||||||||||||||||||||||||
General and administrative | 22,682 | 29,392 | (6,710) | (22.8) | % | ||||||||||||||||||||||||||||||||||||
Selling, general and administrative | $ | 113,010 | $ | 124,120 | $ | (11,110) | (9.0) | % | |||||||||||||||||||||||||||||||||
Sales and marketing expenses decreased $4.4 million or 4.6%, 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, which increased $5.6 million, year over year. This increase is associated with the credit deterioration of certain legacy customers.
General and administrative expenses decreased $6.7 million or 22.8%, year over year, primarily due to the reversal of stock-based compensation expense associated with unvested performance stock unit awards and lower personnel costs. These savings were partially offset by increased legal xpense associated with ongoing legal matters
Research and Development Expense
Research and development (“R&D”) expense was $6.9 million for the six months ended June 30, 2026, compared to $6.6 million for the six months ended June 30, 2025. This increase was primarily driven by costs associated with increased enrollment for the EPIEFFECT® randomized controlled trial. These increases were partially offset by lower personnel costs associated with our recent cost reduction activities.
Interest Income, Net
Interest income, net was $1.7 million for the six months ended June 30, 2026 compared to interest income, net of $1.2 million for the six months ended June 30, 2025, an increase of $0.4 million, or 34%. The increase was driven by higher average cash balances maintained in the Company’s interest-bearing accounts and a reduction in outstanding debt.
Income Tax Provision
The effective tax rates for the Company were 22.4% and 23.0% for the six months ended June 30, 2026 and 2025, respectively.
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Note that we generated pre-tax loss for the six months ended June 30, 2026, meaning that decreases in our effective tax rate would be unfavorable for that period. Conversely, we generated pre-tax income for the six months ended June 30, 2025, meaning that decreases in our effective tax rate would favorable for that period.
The effective tax rate for the six months ended June 30, 2026 was unfavorably impacted by deduction limitations on executive compensation, in part resulting from one-time costs associated with our recent cost reduction initiative. Shortfall on restricted stock vestings further contributed to the unfavorability.
The effective tax rate for the six months ended June 30, 2025 was favorably impacted by windfall on restricted stock vestings. This favorability was offset by the deduction limitations on executive compensation.
Discussion of Cash Flows
Operating Activities
Cash used in operating activities was $8.1 million during the six months ended June 30, 2026, representing a decrease of $27.9 million, compared to cash provided by operating activities of $19.7 million for the six months ended June 30, 2025. This decrease was primarily attributable to lower cash collections associated with reduced sales, 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.
Investing Activities
Cash used for investing activities was $6.3 million during the six months ended June 30, 2026, compared to $1.3 million for the six months ended June 30, 2025. This increase reflects a $5.0 million payment to acquire exclusive distribution rights for RegenKit®‑Wound Gel.
Financing Activities
Cash used for financing activities was $15.9 million during the six months ended June 30, 2026, compared to $4.0 million for the six months ended June 30, 2025. This increase was primarily attributable to repurchases of common stock under the Company’s Share Repurchase Plan, including $12.5 million of cash paid for repurchases during the second quarter of 2026, higher principal payments under the Citizens Credit Agreement, and increased profit-share payments to TELA Bio, Inc. related to HELIOGEN® sales. These increases were partially offset by lower share repurchases related to employee tax withholding obligations associated with the vesting of equity awards.
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.
As of June 30, 2026, we had $135.8 million of cash and cash equivalents, total current assets of $205.4 million and total current liabilities of $38.5 million. We had $17.3 million of long term debt outstanding and $75.0 million of availability under our Revolving Credit Facility.
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.
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Citizens Credit Agreement
On January 19, 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with a $75.0 million Revolving Credit Facility and $20.0 million Term Loan Facility. We had no outstanding borrowings under the Revolving Credit Facility facility as of June 30, 2026. The Term Loan Facility matures on January 19, 2029.
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 June 30, 2026, the Company has $17.3 million of principal outstanding on the Term Loan Facility that bears interest at 6.0% and no borrowings outstanding under the Revolving Credit Facility.
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 three and six months ended June 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 June 30, 2026.
Contractual Obligations
There were no significant changes to our contractual obligations during the six months ended June 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
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 do not impact the consolidated statement of operations in the period in which it occurs. 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
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We have reserved $14.8 million for credit losses against a gross accounts receivable balance of $56.1 million as of June 30, 2026. Subsequent deviations in customer collection patterns relative to historical norms, as well 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 June 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.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors included in the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) The following table sets forth information regarding the purchases of the Company’s equity securities by or on behalf of the Company or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three month period ended June 30, 2026.
| Period | Total number of shares repurchased | Average price paid per share | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs. | ||||||||||||||||||||||||||||
| April 1 - April 30, 2026 | — | $ | — | — | $ | 100,000,000 | ||||||||||||||||||||||||||
| May 1 - May 31, 2026 | 1,770,684 | 3.62 | 1,770,684 | 93,590,124 | ||||||||||||||||||||||||||||
| June 1 - June 30, 2026 | 1,693,715 | 3.71 | 1,693,715 | 87,306,441 | ||||||||||||||||||||||||||||
| Total for the quarter | 3,464,399 | $ | 3.67 | 3,464,399 | $ | 87,306,441 | ||||||||||||||||||||||||||
Repurchases during the quarter were made pursuant to a $100 million authorization which was announced on February 25, 2026 and will expire in February 2028.
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 June 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 | |||||||
| # | Filed or furnished herewith | ||||
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.
July 29, 2026 | MIMEDX GROUP, INC. | |||||||
| By: | /s/ Doug Rice | |||||||
| Doug Rice | ||||||||
| Chief Financial Officer | ||||||||
| (duly authorized officer) | ||||||||
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