Sanara MedTech (Nasdaq: SMTI) boosts 2025 EBITDA, reaffirms 2026 growth outlook

Rhea-AI Filing Summary

Sanara MedTech Inc. reported strong 2025 growth with net revenue of $103.1 million, up 19% from 2024, and reaffirmed 2026 revenue guidance of $116–$121 million, implying 13%–17% additional growth. Revenue expansion was led by soft tissue repair products, especially CellerateRX Surgical, and supported by a broader distributor and facility network.

Adjusted EBITDA rose to $17.0 million from $9.1 million, and operating cash flow improved to $6.8 million. Gross margin reached 93% in Q4 2025. However, a strategic realignment and the discontinuation of Tissue Health Plus drove a $26.5 million noncash impairment and a full-year net loss of $37.6 million. Management highlights a focused surgical business, higher R&D investment, and long-term growth ambitions in the surgical market.

Positive

• Strong top-line growth: 2025 net revenue rose 19% to $103.1 million, with soft tissue repair products driving both quarterly and full-year gains.
• Profitability and cash flow inflection: Adjusted EBITDA increased from $9.1 million to $17.0 million and operating cash flow improved to $6.8 million, reflecting better earnings quality.
• High-margin surgical platform: Q4 2025 gross margin reached 93%, highlighting favorable economics in the core surgical business.
• Reaffirmed outlook: Management reaffirmed 2026 net revenue guidance of $116–$121 million, targeting 13%–17% growth over 2025.

Negative

• Large net loss driven by discontinued operations: 2025 net loss was $37.6 million, including a $26.5 million noncash impairment related to the THP business.
• Higher leverage and interest burden: Long-term debt increased to $46.0 million from $30.7 million, with interest expense more than doubling versus 2024.

Insights

Healthcare equity analyst

Core surgical business is scaling profitably despite large noncash charges.

Sanara MedTech grew 2025 net revenue to $103.1 million, a 19% increase, with soft tissue repair and CellerateRX Surgical as primary drivers. Gross profit reached $95.6 million and Q4 gross margin was a high 93%, underscoring attractive unit economics.

Adjusted EBITDA nearly doubled to $17.0 million, and operating cash flow improved to $6.8 million, indicating better conversion of earnings into cash. At the same time, long-term debt rose to $46.0 million, and interest expense more than doubled year-over-year, which introduces balance sheet risk if growth slows.

The discontinued THP operations produced a $26.5 million noncash impairment and a total 2025 net loss of $37.6 million. Management now positions Sanara as a focused surgical company and reaffirmed 2026 revenue guidance of $116–$121 million; future filings around 2026 results will show whether this growth and margin profile is sustainable under the higher debt load.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

Texas		001-39678		59-2219994
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)

1200 Summit Avenue, Suite 414 Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 529-2300

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SMTI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 24, 2026, Sanara MedTech Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued March 24, 2026 (furnished pursuant to Item 2.02).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: March 24, 2026
		Sanara MedTech Inc.
		By:	/s/ Elizabeth B. Taylor
		Name:	Elizabeth B. Taylor
		Title:	Chief Financial Officer

Exhibit 99.1

Sanara MedTech Inc. Reports Fourth Quarter (Unaudited) and Full Year 2025 Financial

Results; Reaffirmed Full Year 2026 Financial Guidance

FORT WORTH, TX, March 24, 2026 (GLOBE NEWSWIRE) — Sanara MedTech Inc. (“Sanara,” the “Company,” “we,” “our” or “us”) (Nasdaq: SMTI), a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market, today reported its financial results for the fourth quarter and full year ended December 31, 2025, and reaffirmed its financial guidance for the full year ending December 31, 2026.

Fourth Quarter 2025 Financial Summary⁽¹⁾

● Net revenue increased 5% to $27.5 million, compared to $26.3 million in the fourth quarter of 2024.

○ As previously disclosed, the Company experienced growth in sales of BIASURGE^® Advanced Surgical Solution (“BIASURGE”) in the fourth quarter of 2024 as a result of supply chain issues and shortages of intravenous fluids and saline solutions experienced by the broader industry due to Hurricane Helene. Excluding $1.8 million of BIASURGE sales related to this dynamic in the fourth quarter of 2024, net revenue in the fourth quarter of 2025 increased 13% year-over-year.⁽²⁾

	●	Net loss from continuing operations of $1.1 million, compared to net income from continuing operations of $0.9 million in the fourth quarter of 2024.
	●	Adjusted EBITDA(2) of $4.7 million, compared to $4.1 million in the fourth quarter of 2024.

Full Year 2025 Financial Summary⁽¹⁾

● Net revenue increased 19% to $103.1 million, compared to $86.7 million in 2024.

○ Excluding the aforementioned $1.8 million of BIASURGE sales in the fourth quarter 2024, net revenue for the full year 2025 increased 22% year-over-year.⁽²⁾

	●	Net loss from continuing operations of $0.4 million, compared to net loss from continuing operations of $1.9 million in 2024.
	●	Adjusted EBITDA(2) of $17.0 million, compared to $9.1 million in 2024.

Fourth Quarter 2025 and Recent Operational Announcements

	●	On December 10, 2025, the Company provided an update on progress related to its strategic alliance with Biomimetic Innovations Ltd (“BMI”). In addition, Sanara reaffirmed its plans to introduce the OsStic™ Synthetic Injectable Structural Bio-Adhesive to the U.S. commercial market in the first quarter of 2027, following anticipated clearance by the U.S. Food and Drug Administration, to support reduction and provisional fixation treatment of the more than 100,000(3) peri-articular fractures occurring annually nationwide.
	●	On January 7, 2026, the Company announced its BIASURGE product received an Innovative Technology contract from Vizient® Inc. (“Vizient”), the nation’s largest provider-driven healthcare performance improvement company. The contract was awarded based on the recommendation of BIASURGE by hospital experts who serve on one of Vizient’s client-led councils, and it signifies to Vizient clients BIASURGE’s unique qualities that potentially bring improvement to the healthcare industry. The Innovative Technology contract offers Vizient’s extensive network of healthcare facility customers access to BIASURGE at contracted pricing and pre-negotiated terms, effective January 1, 2026.
	●	On March 11, 2026, the Company announced the publication of a peer-reviewed study evaluating the economic and clinical value of CellerateRX® Surgical Powder (“CellerateRX Surgical”) in the Journal of Medical Economics. The study demonstrated cost savings and improved health outcomes associated with the use of CellerateRX Surgical as an adjunct to the standard of care for high-risk spinal surgery patients, compared to the standard of care alone.

(1) As a result of the Company’s strategic realignment, the operations of Tissue Health Plus (“THP”), which were previously reported as the THP segment, have been classified as discontinued operations in Sanara’s financial statements for the three months and years ended December 31, 2025 and 2024.

(2) Net revenue excluding extraordinary BIASURGE sales in the fourth quarter of 2024 and Adjusted EBITDA are non-GAAP financial measures. See the discussion and the reconciliations at the end of this release for additional information.

(3) National Library of Medicine; BMI and Sanara company estimates.

Management Comments

“We are pleased to deliver strong sales performance in 2025, achieving our first full year of net revenue in excess of $100 million, with 19% growth year-over-year,” stated Seth Yon, Sanara’s President and Chief Executive Officer. “Our sales performance reflected impressive commercial execution by our field sales team, who continued to develop our distributor relationships, while educating potential surgeon customers in both new and existing healthcare facilities. As a result, we made notable progress in expanding our network of distributors, facility customers, and surgeon users. Importantly, we complemented our full year net revenue growth by expanding our gross margins and demonstrating operating leverage, enabling Sanara to achieve significant year-over-year improvements in our profitability profile, while generating $6.8 million of cash from operating activities.”

“Sanara enters 2026 as a pure play surgical business with a singular focus on the surgical operating setting, a proven commercial strategy, and a compelling margin profile. We are reaffirming our net revenue guidance today, which calls for full year net revenue growth of 13% to 17% year-over-year in 2026, and look forward to delivering against these expectations. Our team is focused this year on building on our recent progress and expanded market access by executing our commercial strategy, while investing in key strategic initiatives, including increasing R&D expenditure to support our existing products and pipeline. Through focused execution and targeted capital allocation, we believe we will continue to position Sanara for sustainable long-term growth in the surgical market, strong cash generation and profitability over the coming years.”

Fourth Quarter and Full Year 2025 Revenue

The following table summarizes revenue streams from product sales for the three months and years ended December 31, 2025 and 2024:

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
Soft tissue repair products		$	24,729,470			$	23,538,066			$	91,347,493			$	76,125,012
Bone fusion products			2,816,345				2,767,299				11,770,489				10,547,413
Total Net Revenue		$	27,545,815			$	26,305,365			$	103,117,982			$	86,672,425

Fourth Quarter 2025 Financial Results

As a result of the Company’s previously announced strategic realignment, the operations of THP, which were previously reported as the THP segment, are classified as discontinued operations in Sanara’s financial statements for the three months and years ended December 31, 2025 and 2024.

Net revenue for the fourth quarter of 2025 was $27.5 million, compared to $26.3 million for the fourth quarter of 2024, an increase of $1.2 million, or 5%, year-over-year. The increase in net revenue was driven by an increase of $1.2 million, or 5%, in sales of soft tissue repair products and an increase of $49.0 thousand, or 2%, in sales of bone fusion products. The increase in sales of soft tissue repair products was driven primarily by increased sales of CellerateRX Surgical as a result of the Company’s increased penetration of medical facilities that represent existing accounts, expansion into additional medical facilities and development of its independent distribution network in both new and existing U.S. markets.

As previously disclosed, net revenue in the fourth quarter of 2024 benefited from strong BIASURGE sales, driven in part by demand related to the supply chain issues and shortages of intravenous fluids and saline solutions, experienced by the broader industry due to Hurricane Helene. Excluding approximately $1.8 million of BIASURGE sales related to this dynamic in the fourth quarter of 2024, net revenue in the fourth quarter of 2025 increased $3.1 million, or 13%, year-over-year.⁽¹⁾

Gross profit for the fourth quarter of 2025 was $25.7 million, compared to $24.1 million for the fourth quarter of 2024, an increase of $1.6 million, or 7%, year-over-year. Gross margin was 93% of net revenue for the fourth quarter of 2025, compared to 91% of net revenue for the fourth quarter of 2024. The increase in gross profit and higher gross margin realized in the fourth quarter of 2025 was primarily driven by increased sales of soft tissue repair products and lower manufacturing costs related to CellerateRX Surgical.

Operating expenses for the fourth quarter of 2025 were $24.6 million, compared to $21.8 million for the fourth quarter of 2024, an increase of $2.8 million, or 13%, year-over-year. The increase in operating expenses was driven primarily by a noncash asset impairment charge of $1.8 million in the fourth quarter of 2025, which was related to a write-down of certain IP assets in connection with Sanara’s previously announced strategic shift to focus on products in the surgical market. The increase in operating expenses was also driven by an increase of $1.2 million, or 130%, in research and development, which was primarily due to product enhancement initiatives associated with the Company’s soft tissue repair products.

Operating income for the fourth quarter of 2025 was $1.1 million, compared to operating income of $2.3 million for the fourth quarter of 2024.

Other expense for the fourth quarter of 2025 was $2.2 million, compared to $1.3 million for the fourth quarter of 2024. The increase in other expense was primarily due to higher interest expense and fees related to the Company’s term loan with CRG Servicing LLC and share of losses from equity method investments.

Net loss from continuing operations for the fourth quarter of 2025 was $1.1 million, compared to net income from continuing operations of $0.9 million for the fourth quarter of 2024. Net loss from discontinued operations for the fourth quarter of 2025 was $0.5 million, compared to a net loss from discontinued operations of $2.6 million for the fourth quarter of 2024. After including discontinued operations, net loss for the fourth quarter of 2025 was $1.6 million, compared to a net loss of $1.7 million for the fourth quarter of 2024.

Adjusted EBITDA⁽¹⁾ for the fourth quarter of 2025 was $4.7 million, compared to $4.1 million for the fourth quarter of 2024.

Net cash provided by operating activities in the fourth quarter of 2025 was $3.9 million, compared to $0.9 million of net cash provided by operating activities in the fourth quarter of 2024.

As of December 31, 2025, the Company had $16.6 million of cash and $46.0 million of long-term debt, compared to $15.9 million and $30.7 million, respectively, as of December 31, 2024.

Full Year 2025 Financial Results

As a result of the Company’s previously announced strategic realignment, the operations of THP, which were previously reported as the THP segment, are classified as discontinued operations in Sanara’s financial statements for the three months and years ended December 31, 2025 and 2024.

Net revenue for the full year 2025 was $103.1 million, compared to $86.7 million for the full year 2024, an increase of $16.4 million, or 19%, year-over-year. The increase in net revenue was driven by an increase of $15.2 million, or 20%, in sales of soft tissue repair products and an increase of $1.2 million, or 12%, in sales of bone fusion products. The increase in sales of soft tissue repair products was driven primarily by increased sales of CellerateRX Surgical as a result of the Company’s increased penetration of medical facilities that represent existing accounts, expansion into additional medical facilities and development of its independent distribution network in both new and existing U.S. markets. Excluding the aforementioned $1.8 million of BIASURGE sales in the fourth quarter 2024 related to Hurricane Helene, net revenue for the full year 2025 increased $18.3 million, or 22%, year-over-year.⁽¹⁾

Net loss from continuing operations for the full year 2025 was $0.4 million, compared to a net loss from continuing operations of $1.9 million for the full year 2024. Net loss from discontinued operations for the full year 2025 was $37.2 million, compared to a net loss from discontinued operations of $8.0 million for the full year 2024. Net loss from discontinued operations includes a noncash asset impairment charge of $26.5 million in the full year 2025 related to the discontinued operations of THP. After including discontinued operations, net loss for the full year 2025 was $37.6 million, compared to a net loss of $9.9 million for the full year 2024.

Adjusted EBITDA⁽¹⁾ for the full year 2025 was $17.0 million, compared to $9.1 million for the full year 2024.

Net cash provided by operating activities in the full year 2025 was $6.8 million, compared to $23.8 thousand of net cash used in operating activities in the full year 2024.

(1) Net revenue excluding extraordinary BIASURGE sales in the fourth quarter of 2024 and Adjusted EBITDA are a non-GAAP financial measures. See the discussion and the reconciliations at the end of this release for additional information.

Full Year 2026 Financial Guidance

The Company is reaffirming financial guidance for the full year ending December 31, 2026.

Sanara continues to expect full year 2026 net revenue to range from $116 million to $121 million, representing growth of approximately 13% to 17%, compared to net revenue of $103.1 million for the full year 2025.

Conference Call

The Company will host a conference call on Tuesday, March 24, 2026 at 8:00 a.m. Eastern Time to discuss the results of the quarter and full year ended December 31, 2025 and hold a question and answer session at the end of the call. The toll-free number to call for this teleconference is 888-506-0062 (international callers: 973-528-0011) and the access code is 658106. A telephonic replay of the conference call will be available through Tuesday, April 7, 2026, by dialing 877-481-4010 (international callers: 919-882-2331) and entering the replay passcode: 53559.

A live webcast of Sanara’s conference call is accessible by clicking here and will be made available under the “Events” section of the Company’s Investor Relations website, https://ir.sanaramedtech.com/. An online replay will be available for approximately one year following the conclusion of the live broadcast.

About Sanara MedTech Inc.

Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market. The Company develops, markets and distributes surgical products to surgeons at hospitals and surgical centers. Each of the Company’s products and technologies are designed to achieve the goal of providing better clinical outcomes at a lower overall cost for patients. Sanara’s products are primarily sold in the North American surgical tissue repair market. Sanara markets and distributes CellerateRX Surgical Activated Collagen Powder, BIASURGE Advanced Surgical Solution, FORTIFY TRG^® Tissue Repair Graft and FORTIFY FLOWABLE^® Extracellular Matrix, as well as a portfolio of advanced biologic products including: ACTIGEN^® Verified Inductive Bone Matrix, ALLOCYTE^® Plus Advanced Viable Bone Matrix, BiFORM^® Bioactive Moldable Matrix and TEXAGEN^® Amniotic Membrane Allograft to the surgical market. The Company believes it can drive its pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. The Company strives to be one of the most innovative and comprehensive providers of effective surgical solutions and is continually seeking to expand its offerings for patients requiring treatments in the United States. For more information, please visit SanaraMedTech.com.

Information about Forward-Looking Statements

The statements in this press release that do not constitute historical facts are “forward-looking statements,” within the meaning of and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements may be identified by terms such as “aims,” “anticipates,” “believes,” contemplates,” “continue,” “could,” “estimates,” “expects,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “targets,” “will” or “would,” or the negatives of these terms, variations of these terms or other similar expressions. These forward-looking statements include, among others, statements regarding the Company’s expected net revenue for the fiscal year ending December 31, 2026, the potential sale of BIASURGE to Vizient clients upon award of the Innovative Technology contract, the Company’s business strategy and mission, the development of new products, the timing of commercialization of the Company’s products, and the regulatory approval process. These items involve risks, contingencies and uncertainties such as uncertainties associated with the development and process for obtaining regulatory approval for new products, the extent of product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, uncertainties associated with the development and process for obtaining regulatory approval for new products, the ability to consummate and integrate acquisitions, and other risks, contingencies and uncertainties detailed in the Company’s most recent annual report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission, which could cause the Company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in or implied by these statements.

All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events, except as required by applicable securities laws.

Investor Relations Contact:

Jack Powell or Mike Piccinino, CFA

ICR Healthcare

IR@sanaramedtech.com

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		December 31,
		2025				2024
Assets
Current assets
Cash		$	16,578,857			$	15,878,295
Accounts receivable, net			11,998,075				12,408,819
Accounts receivable – related parties			-				40,566
Inventory, net			3,948,748				2,753,032
Convertible loan receivable			-				1,101,478
Prepaid and other assets			948,620				1,022,464
Current assets related to discontinued operations			67,863				101,334
Total current assets			33,542,163				33,305,988
Long-term assets
Intangible assets, net			18,640,673				23,481,095
Goodwill			3,601,781				3,601,781
Investment in equity securities			14,626,858				6,212,945
Right of use assets – operating leases			2,075,634				1,447,907
Property and equipment, net			456,962				432,317
Long-term assets related to discontinued operations			-				19,609,959
Total long-term assets			39,401,908				54,786,004
Total assets		$	72,944,071			$	88,091,992
Liabilities and shareholders’ equity
Current liabilities
Accounts payable		$	2,313,761			$	1,499,764
Accounts payable – related parties			25,000				30,913
Accrued bonuses and commissions			11,781,435				10,084,650
Accrued royalties and expenses			2,684,626				2,265,237
Earnout liabilities – current			235,001				-
Operating lease liabilities – current			353,229				358,687
Current liabilities related to discontinued operations			1,233,478				1,050,820
Total current liabilities			18,626,530				15,290,071
Long-term liabilities
Long-term debt			45,970,937				30,689,290
Earnout liabilities – long-term			-				748,001
Operating lease liabilities – long-term			1,868,703				1,237,051
Other long-term liabilities			548,125				1,215,617
Total long-term liabilities			48,387,765				33,889,959
Total liabilities			67,014,295				49,180,030
Commitments and contingencies
Shareholders’ equity
Common Stock: $0.001 par value, 20,000,000 shares authorized; 8,946,913 issued and outstanding as of December 31, 2025 and 8,753,773 issued and outstanding as of December 31, 2024			8,948				8,754
Additional paid-in capital			81,232,536				77,179,211
Accumulated deficit			(75,303,042	)			(37,784,392	)
Total Sanara MedTech shareholders’ equity			5,938,442				39,403,573
Equity attributable to noncontrolling interest			(8,666	)			(491,611	)
Total shareholders’ equity			5,929,776				38,911,962
Total liabilities and shareholders’ equity		$	72,944,071			$	88,091,992

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
		(Unaudited)
Net Revenue		$	27,545,815			$	26,305,365			$	103,117,982			$	86,672,425
Cost of goods sold			1,874,506				2,249,182				7,520,969				8,139,901
Gross profit			25,671,309				24,056,183				95,597,013				78,532,524
Operating expenses
Selling, general and administrative			20,075,597				20,220,332				78,716,999				71,673,642
Research and development			2,035,737				883,399				5,072,483				2,828,663
Depreciation and amortization			668,396				692,032				2,661,873				2,785,829
Change in fair value of earnout liabilities			-				-				-				(14,451	)
Asset impairment charges			1,841,120				-				1,841,120				-
Total operating expenses			24,620,850				21,795,763				88,292,475				77,273,683
Operating income			1,050,459				2,260,420				7,304,538				1,258,841
Other income (expense)
Interest expense			(1,833,035	)			(1,289,136	)			(6,759,800	)			(3,128,395	)
Share of losses from equity method investments			(324,734	)			(58,559	)			(952,466	)			(90,007	)
Interest income			-				21,978				3,672				21,978
Gain on disposal of property and equipment			-				-				10,932				-
Total other income (expense)			(2,157,769	)			(1,325,717	)			(7,697,662	)			(3,196,424	)
Net income (loss) from continuing operations			(1,107,310	)			934,703				(393,124	)			(1,937,583	)
Net loss from discontinued operations (including asset impairment charge of $26,472,407 in 2025)			(502,848	)			(2,635,304	)			(37,174,923	)			(7,974,315	)
Net loss			(1,610,158	)			(1,700,601	)			(37,568,047	)			(9,911,898	)
Net income (loss) attributable to noncontrolling interest from continuing operations			(244	)			82,107				(5,441	)			(3,224	)
Net loss attributable to noncontrolling interest from discontinued operations			-				(244,127	)			-				(244,127	)
Less: Total net loss attributable to noncontrolling interest			(244	)			(162,020	)			(5,441	)			(247,351	)
Net loss attributable to Sanara MedTech shareholders		$	(1,609,914	)		$	(1,538,581	)		$	(37,562,606	)		$	(9,664,547	)
Net income (loss) per share, basic:
Continuing operations		$	(0.13	)		$	0.10			$	(0.05	)		$	(0.23	)
Discontinued operations			(0.06	)			(0.28	)			(4.31	)			(0.91	)
Net income (loss) per share of common stock, basic		$	(0.19	)		$	(0.18	)		$	(4.36	)		$	(1.14	)
Net income (loss) per share, diluted:
Continuing operations		$	(0.13	)		$	0.10			$	(0.05	)		$	(0.23	)
Discontinued operations			(0.06	)			(0.27	)			(4.31	)			(0.91	)
Net income (loss) per share of common stock, diluted		$	(0.19	)		$	(0.17	)		$	(4.36	)		$	(1.14	)
Weighted average number of common shares outstanding, basic			8,473,112				8,531,507				8,623,028				8,484,224
Weighted average number of common shares outstanding, diluted			8,473,112				8,765,307				8,623,028				8,484,224

The following is a reconciliation of the numerator and denominator of basic and diluted net income (loss) per share for the three months and years ended December 31, 2025 and 2024.

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
Numerator:
Net income (loss) from continuing operations		$	(1,107,310	)		$	934,703			$	(393,124	)		$	(1,937,583	)
Net loss from discontinued operations			(502,848	)			(2,635,304	)			(37,174,923	)			(7,974,315	)
Less: Net income (loss) from continuing operations attributable to noncontrolling interests			(244	)			82,107				(5,441	)			(3,224	)
Less: Net loss from discontinued operations attributable to noncontrolling interests			-				(244,127	)			-				(244,127	)
Net loss attributable to Sanara MedTech shareholders		$	(1,609,914	)		$	(1,538,581	)		$	(37,562,606	)		$	(9,664,547	)
Denominator:
Weighted average shares, basic			8,473,112				8,531,507				8,623,028				8,484,224
Dilutive effect of stock options			-				31,013				-				-
Dilutive effect of unvested shares			-				202,787				-				-
Weighted average shares, diluted			8,473,112				8,765,307				8,623,028				8,484,224

The following table summarizes the shares of common stock that were potentially issuable but were excluded from the computation of diluted net loss per share of common stock for the three months and year ended December 31, 2025 and the year ended December 31, 2024, as such shares would have had an anti-dilutive effect:

		December 31,
		2025				2024
Stock options			10,218				31,013
Unvested restricted stock			257,989				202,787

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
		2025				2024
Cash flows from operating activities:
Net loss		$	(37,568,047	)		$	(9,911,898	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			3,945,965				4,923,224
Asset impairment charges			28,313,527				-
Gain on disposal of property and equipment			(9,674	)			-
Credit loss expense			509,233				624,448
Inventory obsolescence			582,046				521,757
Share-based compensation			5,154,761				4,436,048
Noncash lease expense			525,372				547,297
Share of losses from equity method investments			952,466				90,007
Back-end fee			780,312				358,086
Paid-in-kind interest			2,199,613				838,965
Accretion of finance liabilities			148,179				210,931
Amortization and write-off of debt issuance costs			279,905				209,499
Change in fair value of earnout liabilities			-				(1,938,451	)
Accrued interest income			-				(21,978	)
Changes in operating assets and liabilities:
Accounts receivable, net			(114,690	)			(4,508,958	)
Accounts receivable – related parties			40,566				(32,166	)
Inventory, net			(1,777,762	)			1,442,744
Prepaid and other assets			123,515				(515,496	)
Accounts payable			813,999				(424,318	)
Accounts payable – related parties			(5,913	)			(46,891	)
Accrued royalties and expenses			292,195				574,189
Accrued bonuses and commissions			2,127,966				3,102,069
Operating lease liabilities			(526,905	)			(502,892	)
Net cash provided by (used in) operating activities			6,786,629				(23,784	)
Cash flows from investing activities:
Purchases of property and equipment			(4,625,650	)			(205,848	)
Proceeds from disposal of property and equipment			60,000				-
Purchases of intangible assets			(23,452	)			(23,452	)
Investment in equity securities			(8,262,642	)			(5,302,952	)
Convertible loan receivable			-				(1,079,391	)
CarePICS Acquisition			(2,122,146	)			-
Net cash used in investing activities			(14,973,890	)			(6,611,643	)
Cash flows from financing activities:
Loan proceeds, net of debt issuance costs of $228,183 in 2025 and $1,160,740 in 2024			12,021,817				29,339,260
Pay off line of credit			-				(9,750,000	)
Pay off debt assumed in CarePICS Acquisition			(1,650,000	)			-
Equity offering net expenses			-				(75,000	)
Net settlement of equity-based awards			(546,994	)			(125,205	)
Cash payment of finance and earnout liabilities			(937,000	)			(2,022,549	)
Net cash provided by financing activities			8,887,823				17,366,506
Net increase in cash			700,562				10,731,079
Cash, beginning of period			15,878,295				5,147,216
Cash, end of period		$	16,578,857			$	15,878,295
Cash paid during the period for:
Interest		$	3,351,791			$	1,580,984
Taxes			48,792				40,586
Supplemental noncash investing and financing activities:
Non-monetary exchange to acquire intangible assets		$	2,084,278			$	-
Conversion of note receivable into equity method investment			1,101,478				-
Earnout liability generated by CarePICS Acquisition			1,355,603				-
Right of use assets obtained in exchange for lease obligations			1,153,099				-

SANARA MEDTECH INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES (UNAUDITED)

To supplement the Company’s financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call, including Adjusted EBITDA and adjusted net revenue. The Company’s management uses these non-GAAP financial measures, both internally and externally, to assess and communicate the financial performance of the Company. The Company defines Adjusted EBITDA as net income (loss) from continuing operations excluding interest expense/income, provision/benefit for income taxes, depreciation and amortization, non-cash share-based compensation expense, change in fair value of earnout liabilities, asset impairment charges, share of losses from equity method investments, executive separation costs, legal and diligence expenses related to acquisitions, and gains/losses on the disposal of property and equipment, as each is applicable to the periods presented.

The Company believes Adjusted EBITDA is useful to investors because it facilitates comparisons of the Company’s core business operations across periods on a consistent basis. Accordingly, the Company adjusts certain items, such as change in fair value of earnout liabilities, when calculating Adjusted EBITDA because the Company believes that such items are not related to the Company’s core business operations.

The Company’s non-GAAP financial measures are not in accordance with, nor an alternative for, measures conforming to GAAP and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. The Company continues to provide all information required by GAAP, but it believes that evaluating its ongoing operating results may not be as useful if an investor or other user is limited to reviewing only GAAP financial measures. The Company does not, nor does it suggest that investors should, consider these non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Material limitations associated with the use of such measures include that they do not reflect all costs included in operating expenses and may not be comparable with similarly named financial measures of other companies. Furthermore, these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances. The Company presents these non-GAAP financial measures to provide investors with information to evaluate the Company’s operating results in a manner similar to how management evaluates business performance. To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in understanding and analyzing the results of the business to review both GAAP information and the related non-GAAP financial measures. Whenever the Company uses a non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors are encouraged to review and consider these reconciliations.

Reconciliation of Net Revenue to Adjusted Net Revenue:

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
Net Revenue		$	27,545,815			$	26,305,365			$	103,117,982			$	86,672,425
Adjustments:
Extraordinary BIASURGE Sales (1)			-				(1,847,280	)			-				(1,847,280	)
Adjusted Net Revenue		$	27,545,815			$	24,458,085			$	103,117,982			$	84,825,145

(1) Estimated BIASURGE sales related to supply chain issues and shortages of intravenous fluids and saline solutions experienced by the broader industry during the fourth quarter of 2024 due to Hurricane Helene.

Reconciliation of Net income (loss) from continuing operations to Adjusted EBITDA:

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
Net income (loss) from continuing operations		$	(1,107,310	)		$	934,703			$	(393,124	)		$	(1,937,583	)
Adjustments:
Interest expense			1,833,035				1,289,136				6,759,800				3,128,395
Depreciation and amortization			668,396				692,032				2,661,873				2,785,829
Noncash share-based compensation			1,155,545				1,165,472				4,773,982				3,969,008
Change in fair value of earnout liabilities			-				-				-				(14,451	)
Asset impairment charges			1,841,120				-				1,841,120				-
Share of losses from equity method investments			324,734				58,559				952,466				90,007
Gain on disposal of property and equipment			-				-				(10,932	)			-
Interest income			-				(21,978	)			(3,672	)			(21,978	)
Executive separation costs (1)			-				-				432,323				964,466
Acquisition costs (2)			(24,826	)			(64,872	)			-				185,029
Adjusted EBITDA		$	4,690,694			$	4,053,052			$	17,013,836			$	9,148,722

	(1)	Includes $172,122 and $328,795 of share-based compensation related to executive separation costs for the years ended December 31, 2025 and 2024, respectively.
	(2)	Acquisition costs include legal, tax, accounting and other contract services related to prospective acquisitions.

ANNEX - Consolidated (reflecting our Surgical Business):

The following tables reflect results of operations of our surgical business for the periods indicated below (Unaudited except for full fiscal years ended December 31, 2025, 2024 and 2023):

		2025																				2024																				2023
		Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL
Net Revenue		$	23,434,096			$	25,804,252			$	26,333,819			$	27,545,815			$	103,117,982			$	18,536,638			$	20,158,823			$	21,671,599			$	26,305,365			$	86,672,425			$	15,519,187			$	15,753,164			$	16,024,948			$	17,689,813			$	64,987,112
Cost of goods sold			1,834,967				1,937,282				1,874,214				1,874,506				7,520,969				1,890,046				2,008,686				1,991,987				2,249,182				8,139,901				2,116,694				2,187,516				1,751,349				1,788,162				7,843,721
Gross profit			21,599,129				23,866,970				24,459,605				25,671,309				95,597,013				16,646,592				18,150,137				19,679,612				24,056,183				78,532,524				13,402,493				13,565,648				14,273,599				15,901,651				57,143,391
Operating expenses
Selling, general and administrative(1)			19,129,208				19,634,319				19,877,875				20,075,597				78,716,999				15,683,039				18,349,924				17,420,347				20,220,332				71,673,642				12,467,395				13,301,230				13,460,404				15,597,823				54,826,852
Research and development			950,359				1,056,796				1,029,591				2,035,737				5,072,483				578,981				582,443				783,840				883,399				2,828,663				235,236				208,727				225,886				232,933				902,782
Depreciation and amortization(2)			694,032				688,546				610,899				668,396				2,661,873				698,502				698,407				696,888				692,032				2,785,829				372,020				396,597				590,563				687,679				2,046,859
Change in fair value of earnout liabilities			-				-				-				-				-				(103,781	)			89,330				-				-				(14,451	)			(191,127	)			(436,004	)			(758,783	)			87,578				(1,298,336	)
Asset impairment charges			-				-				-				1,841,120				1,841,120				-				-				-				-				-				-				-				-				-				-
Total operating expenses			20,773,599				21,379,661				21,518,365				24,620,850				88,292,475				16,856,741				19,720,104				18,901,075				21,795,763				77,273,683				12,883,524				13,470,550				13,518,070				16,606,013				56,478,157
Operating income (loss)			825,530				2,487,309				2,941,240				1,050,459				7,304,538				(210,149	)			(1,569,967	)			778,537				2,260,420				1,258,841				518,969				95,098				755,529				(704,362	)			665,234
Other income (expense)
Interest expense			(1,317,092	)			(1,791,568	)			(1,818,105	)			(1,833,035	)			(6,759,800	)			(267,336	)			(644,346	)			(927,577	)			(1,289,136	)			(3,128,395	)			(6	)			-				(188,294	)			(287,483	)			(475,783	)
Share of losses from equity method investments			(143,608	)			(195,482	)			(288,642	)			(324,734	)			(952,466	)			-				-				(31,448	)			(58,559	)			(90,007	)			-				-				-				-				-
Interest income			3,672				-				-				-				3,672				-				-				-				21,978				21,978				-				-				-				-				-
Gain on disposal of property and equipment			10,932				-				-				-				10,932				-				-				-				-				-				-				-				-				-				-
Gain on disposal of investment			-				-				-				-				-				-				-				-				-				-				-				-				-				251,034				251,034
Total other income (expense)			(1,446,096	)			(1,987,050	)			(2,106,747	)			(2,157,769	)			(7,697,662	)			(267,336	)			(644,346	)			(959,025	)			(1,325,717	)			(3,196,424	)			(6	)			-				(188,294	)			(36,449	)			(224,749	)
Net income (loss) from continuing operations		$	(620,566	)		$	500,259			$	834,493			$	(1,107,310	)		$	(393,124	)		$	(477,485	)		$	(2,214,313	)		$	(180,488	)		$	934,703			$	(1,937,583	)		$	518,963			$	95,098			$	567,235			$	(740,811	)		$	440,485

	(1)	Selling, general and administrative expense of $90,293 was reclassified and is now reflected as discontinued operations in the first quarter of 2024.
	(2)	Depreciation expense of $5,461 and $7,021 was reclassified in the first and second quarters of 2025, respectively, and is therefore not reflected as discontinued operations.

ANNEX - Consolidated (reflecting our Surgical Business) (continued):

Reconciliation of Net income (loss) from continuing operations to Adjusted EBITDA (Unaudited):

		2025																				2024																				2023
		Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL				Q1				Q2				Q3				Q4				TOTAL
Net income (loss) from continuing operations		$	(620,566	)		$	500,259			$	834,493			$	(1,107,310	)		$	(393,124	)		$	(477,485	)		$	(2,214,313	)		$	(180,488	)		$	934,703			$	(1,937,583	)		$	518,963			$	95,098			$	567,235			$	(740,811	)		$	440,485
Adjustments:
Interest expense			1,317,092				1,791,568				1,818,105				1,833,035				6,759,800				267,336				644,346				927,577				1,289,136				3,128,395				6				-				188,294				287,483				475,783
Depreciation and amortization(1)			694,032				688,546				610,899				668,396				2,661,873				698,502				698,407				696,888				692,032				2,785,829				372,020				396,597				590,563				687,679				2,046,859
Noncash share-based compensation			1,175,496				1,278,871				1,164,070				1,155,545				4,773,982				753,616				1,046,321				1,003,599				1,165,472				3,969,008				545,214				1,064,516				813,606				777,994				3,201,330
Change in fair value of earnout liabilities			-				-				-				-				-				(103,781	)			89,330				-				-				(14,451	)			(191,127	)			(436,004	)			(758,783	)			87,578				(1,298,336	)
Asset impairment charges			-				-				-				1,841,120				1,841,120				-				-				-				-				-				-				-				-				-				-
Share of losses from equity method investments			143,608				195,482				288,642				324,734				952,466				-				-				31,448				58,559				90,007				-				-				-				-				-
Gain on disposal of property and equipment			(10,932	)			-				-				-				(10,932	)			-				-				-				-				-				-				-				-				-				-
Interest income			(3,672	)			-				-				-				(3,672	)			-				-				-				(21,978	)			(21,978	)			-				-				-				-				-
Executive separation costs(2)			-				260,275				172,048				-				432,323				-				904,781				59,685				-				964,466				-				-				-				-				-
Acquisition costs (3)			-				4,826				20,000				(24,826	)			-				-				225,089				24,812				(64,872	)			185,029				-				-				-				423,513				423,513
Adjusted EBITDA		$	2,695,058			$	4,719,827			$	4,908,257			$	4,690,694			$	17,013,836			$	1,138,188			$	1,393,961			$	2,563,521			$	4,053,052			$	9,148,722			$	1,245,076			$	1,120,207			$	1,400,915			$	1,523,436			$	5,289,634

	(1)	Depreciation expense of $5,461 and $7,021 was reclassified in the first and second quarters of 2025, respectively, and is therefore not reflected as discontinued operations.
	(2)	Includes share-based compensation related to executive separation costs.
	(3)	Acquisition costs include legal, tax, accounting and other contract services related to prospective acquisitions.

FAQ

How did Sanara MedTech (SMTI) perform financially in 2025?

Sanara MedTech grew 2025 net revenue to $103.1 million, a 19% increase over 2024. Adjusted EBITDA nearly doubled to $17.0 million, and operating cash flow improved to $6.8 million, showing stronger profitability despite reporting a full-year net loss.

What drove Sanara MedTech’s revenue growth in 2025?

Growth came mainly from higher sales of soft tissue repair products, particularly CellerateRX Surgical. Net revenue rose from $86.7 million to $103.1 million, supported by deeper penetration of existing facilities, expansion into new facilities, and development of the independent distribution network.

Why did Sanara MedTech report a large net loss in 2025?

The company reported a 2025 net loss of $37.6 million largely due to discontinued THP operations. These discontinued operations included a $26.5 million noncash asset impairment, which significantly outweighed improved profitability in the continuing surgical business.

What is Sanara MedTech’s 2026 revenue guidance?

Sanara MedTech reaffirmed 2026 net revenue guidance of $116 million to $121 million. This range represents expected growth of approximately 13% to 17% compared with 2025 net revenue of $103.1 million from its continuing surgical operations.

How did Sanara MedTech’s margins and Adjusted EBITDA change in 2025?

Gross margin reached 93% of net revenue in Q4 2025, up from 91% a year earlier. Full-year Adjusted EBITDA increased to $17.0 million, compared with $9.1 million in 2024, reflecting both revenue growth and improved operating leverage.

What is the impact of debt on Sanara MedTech’s 2025 results?

Long-term debt rose to $46.0 million at December 31, 2025, from $30.7 million a year earlier. Correspondingly, interest expense increased to $6.8 million for 2025, up from $3.1 million in 2024, pressuring net income despite stronger operations.

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