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Sanara MedTech (SMTI) grows revenue, posts Q2 loss amid pending MIMEDX deal

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Rhea-AI Filing Summary

Sanara MedTech Inc. reported second quarter 2026 net revenue of $28.1 million, up 9% from $25.8 million a year earlier, driven by an 11% increase in soft tissue repair product sales, partially offset by lower bone fusion product revenue. Gross margin rose to 93%, with gross profit of $26.2 million. However, higher selling, general and administrative expenses, including about $1.1 million of legal and advisory costs for corporate strategic initiatives, and increased interest expense led to operating income declining to $1.8 million from $2.5 million and a net loss from continuing operations of $0.4 million, versus net income of $0.5 million in 2025.

For the first six months of 2026, net revenue increased 14% to $55.9 million, operating income improved to $4.4 million from $3.3 million, and Adjusted EBITDA rose to $9.3 million from $7.4 million. Net loss from continuing operations was $13,457, essentially breakeven per share. Cash and cash equivalents were $15.4 million and long-term debt $46.5 million at June 30, 2026, and net cash used in operating activities was $0.4 million. Management highlighted a pending transformational agreement under which Sanara is expected to be acquired by MIMEDX, subject to customary closing conditions, and noted continued focus on expanding its surgical product portfolio, including the planned first-quarter 2027 introduction of OsStic.

Positive

  • Net revenue grew 14% year-to-date to $55.9 million from $49.2 million in the first six months of 2025, with soft tissue repair product sales up 16%, indicating sustained demand in the core surgical portfolio.
  • Adjusted EBITDA increased 25% year-to-date to $9.3 million from $7.4 million, showing improved earnings on a non-GAAP basis despite higher operating and interest expenses.
  • Operating income rose to $4.4 million in the first six months of 2026 from $3.3 million in 2025, reflecting better profitability at the operating level.
  • Net income from discontinued operations improved to $19,196 for the first six months of 2026 versus a $5.4 million loss a year earlier, following the strategic realignment of the THP segment.

Negative

  • Q2 2026 swung to a net loss from continuing operations of $0.4 million versus $0.5 million of income in Q2 2025, driven by higher SG&A and interest expense.
  • Net cash used in operating activities was $0.4 million for the first six months of 2026, compared with $0.7 million provided in the prior-year period, reflecting higher cash interest and commission payments.
  • Interest expense increased to $3.6 million year-to-date from $3.1 million, as all interest on the CRG Term Loan was paid in cash rather than paid-in-kind, pressuring bottom-line results and cash flows.
  • Long-term debt stood at $46.5 million against total assets of $69.1 million at June 30, 2026, indicating a significant leverage position relative to the balance sheet size.

Filing Explained

The June 30 balance sheet reports 9,193,394 issued and outstanding common shares, versus 8,946,913 at December 31, 2025; if the increase reflects additional issuance, existing holders’ percentage ownership would be reduced absent offsetting changes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Revenue $28.1 million Three months ended June 30, 2026; up 9% from $25.8 million in Q2 2025
Six Months 2026 Net Revenue $55.9 million First six months of 2026; 14% increase from $49.2 million in 2025
Gross Margin 93% Gross profit as a percentage of net revenue for Q2 and first six months of 2026
Six Months 2026 Operating Income $4.4 million Operating income for the first six months of 2026 versus $3.3 million in 2025
Q2 2026 Net Loss from Continuing Operations $0.4 million Net loss from continuing operations for Q2 2026 versus $0.5 million income in Q2 2025
Six Months 2026 Adjusted EBITDA $9.3 million Adjusted EBITDA for the first six months of 2026, up from $7.4 million in 2025
Cash and Cash Equivalents $15.4 million Cash and cash equivalents as of June 30, 2026
Long-Term Debt $46.5 million Long-term debt balance as of June 30, 2026 versus $46.0 million at December 31, 2025
Adjusted EBITDA financial
"Adjusted EBITDA (2) of $5.0 million, compared to $4.7 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
discontinued operations financial
"operations of Tissue Health Plus (“THP”)...classified as discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
equity method investments financial
"share of losses from equity method investments"
An equity method investment is an accounting approach used when a company owns a significant share of another company and can influence its decisions but does not fully control it; instead of listing the investment at cost, the investor records its share of the other company's profits or losses on its own income statement and adjusts the investment value on the balance sheet. For investors, this matters because it links the investor’s reported earnings and asset values directly to the financial performance of that partly-owned business, similar to how a partner’s gains affect a small business owner’s books.
paid-in-kind interest financial
"interest on the CRG Term Loan was paid-in-kind and capitalized"
Paid-in-kind interest is interest on a loan or bond that is paid by issuing more debt or additional securities instead of cash, so the borrower adds the unpaid interest to the principal balance. For investors, it matters because it preserves the borrower’s cash now but increases the total debt or dilutes ownership later—like taking a ballooning credit card balance instead of paying the bill—and can raise risk of higher leverage and reduced cash returns.
earnout liabilities financial
"change in fair value of earnout liabilities"
Payments a buyer has promised to make to the seller of a business only if future milestones or financial targets are met; they are recorded as liabilities because the buyer may owe cash later. Think of it like a conditional bonus or installment that depends on the purchased business performing as expected. Investors watch these closely because they create uncertainty about future cash outflows and can change the effective price and risk of an acquisition.
Q2 2026 Net Revenue $28.1 million up 9% from $25.8 million in Q2 2025
Six Months 2026 Net Revenue $55.9 million up 14% from $49.2 million in 2025
Q2 2026 Net Income (Loss) from Continuing Operations ($0.4 million) down from $0.5 million income in Q2 2025
Six Months 2026 Adjusted EBITDA $9.3 million up from $7.4 million in 2025

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FAQ

How did Sanara MedTech (SMTI) perform financially in Q2 2026?

Sanara MedTech reported Q2 2026 net revenue of $28.1 million, up 9% from $25.8 million in Q2 2025, with gross margin at 93%. Despite this growth, it recorded a net loss from continuing operations of $0.4 million versus prior-year net income of $0.5 million.

What were Sanara MedTech (SMTI)’s results for the first six months of 2026?

For the first six months of 2026, Sanara MedTech generated net revenue of $55.9 million, a 14% increase from $49.2 million in 2025, and operating income of $4.4 million versus $3.3 million. Adjusted EBITDA rose to $9.3 million, while net loss from continuing operations was $13,457.

What is the status of the proposed acquisition of Sanara MedTech (SMTI) by MIMEDX?

Management stated Sanara has entered into a transformational agreement under which it is expected to be acquired by MIMEDX. The combination remains subject to customary closing conditions, including necessary approvals, and is intended to create a leading regenerative medicine company in surgical markets.

How strong is Sanara MedTech (SMTI)’s balance sheet at June 30, 2026?

At June 30, 2026, Sanara MedTech held $15.4 million in cash and cash equivalents and $46.5 million of long-term debt, with total assets of $69.1 million. Total shareholders’ equity was $7.9 million, up from $5.9 million at December 31, 2025.

What are the key drivers behind Sanara MedTech (SMTI)’s revenue growth?

Revenue growth was primarily driven by soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG. Soft tissue repair sales increased 11% in Q2 2026 and 16% year-to-date, while bone fusion product sales declined modestly in both periods.

How did operating expenses impact Sanara MedTech (SMTI) in Q2 2026?

Operating expenses in Q2 2026 rose to $24.4 million, up 14% from $21.4 million in Q2 2025. The increase stemmed mainly from higher direct sales and marketing costs, additional compensation expense, and about $1.1 million of legal and advisory fees tied to corporate strategic initiatives.
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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): August 11, 2026

 

SANARA MEDTECH INC.
(Exact name of registrant as specified in its charter)

 

Texas   001-39678   59-2219994
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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 2.02Results of Operations and Financial Condition.

 

On August 11, 2026, Sanara MedTech Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release issued August 11, 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: August 11, 2026    
       
    Sanara MedTech Inc.
       
    By: /s/ Elizabeth B. Taylor
    Name: Elizabeth B. Taylor
    Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Sanara MedTech Inc. Reports Second Quarter 2026 Financial Results (Unaudited)

 

FORT WORTH, TX, August 11, 2026 (GLOBE NEWSWIRE) — Sanara MedTech Inc. (“Sanara,” “Sanara MedTech,” 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 second quarter ended June 30, 2026.

 

Second Quarter 2026 Financial Summary(1)

 

Net revenue increased 9% to $28.1 million, compared to $25.8 million in the second quarter of 2025.
Gross profit of $26.2 million, or 93% of net revenue, compared to gross profit of $23.9 million, or 92% of net revenue, in the second quarter of 2025.
Operating income of $1.8 million, compared to operating income of $2.5 million in the second quarter of 2025.
Net loss from continuing operations of $0.4 million, or a loss of $0.05 per diluted share, compared to net income from continuing operations of $0.5 million, or $0.05 per diluted share, in the second quarter of 2025.
Adjusted EBITDA(2) of $5.0 million, compared to $4.7 million in the second quarter of 2025.

 

First Six Months of 2026 Financial Summary(1)

 

Net revenue increased 14% to $55.9 million, compared to $49.2 million in the first six months of 2025.
Gross profit of $52.0 million, or 93% of net revenue, compared to gross profit of $45.5 million, or 92% of net revenue, in the first six months of 2025.
Operating income of $4.4 million, compared to operating income of $3.3 million in the first six months of 2025.
Net loss from continuing operations of $13,457, or zero per diluted share, compared to net loss from continuing operations of $0.1 million, or a loss of $0.01 per diluted share, in the first six months of 2025.
Adjusted EBITDA(2) of $9.3 million, compared to $7.4 million in the first six months of 2025.
Cash and cash equivalents of $15.4 million and $46.5 million of long-term debt at June 30, 2026, compared to $16.6 million of cash and cash equivalents and $46.0 million of long-term debt at December 31, 2025.

 

(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 consolidated financial statements for the three and six months ended June 30, 2026 and 2025.

 

(2) Adjusted EBITDA is a non-GAAP financial measure. See the discussion and the reconciliation at the end of this release for additional information.

 

 

 

 

Management Comments

 

Seth Yon, President and Chief Executive Officer of Sanara, commented, We continued to drive solid revenue growth in the second quarter of 2026 with net revenue of $28.1 million, representing a 9% increase over the second quarter of 2025, as well as gross margin of 93% supporting Adjusted EBITDA of $5.0 million.

 

Subsequent to the close of the quarter, we announced our entry into a transformational agreement in which Sanara is expected to be acquired by MIMEDX, a leading provider of products for applications in wound care, burn and surgical sectors of healthcare,” Mr. Yon continued. “The transaction is expected to combine Sanara’s pure play surgical focus and innovative technologies across collagen particulate, wound irrigation and bone fixation with MIMEDX’s high-growth, best-in-class surgical portfolio, creating a leading regenerative medicine company across numerous surgical subspecialties. The completion of this combination, which remains subject to customary closing conditions, would allow us to deepen our existing distributor relationships and expand our operating presence by bringing together two highly focused organizations with deep benches of talent and strong momentum in the surgical space.

 

“We remain focused on continuing to meet the needs of our customers and expanding penetration of our portfolio of surgical products, which include our leading product CellerateRX Surgical, BIASURGE and OsStic, a licensed synthetic injectable structural bio-adhesive bone void filler which remains on track to be introduced to the market in the first quarter of 2027,” Mr. Yon concluded.

 

Second Quarter and Year-to-Date 2026 Revenue

 

The following table summarizes revenue streams from product sales for the periods presented:

 

  

Three Months Ended

June 30,

   Six Months Ended
June 30,
 
   2026   2025   2026   2025 
Soft tissue repair products  $25,242,592   $22,661,457   $50,185,537   $43,193,897 
Bone fusion products   2,894,165    3,142,795    5,749,754    6,044,451 
Total Net Revenue  $28,136,757   $25,804,252   $55,935,291   $49,238,348 

 

Second Quarter of 2026 Financial Results(1)

 

Net revenue for the second quarter of 2026 was $28.1 million, compared to $25.8 million for the second quarter of 2025, an increase of $2.3 million, or 9%, year-over-year. Higher net revenue for the second quarter of 2026 was driven by an increase of $2.5 million, or 11%, in sales of soft tissue repair products, including CellerateRX® Surgical Powder (“CellerateRX Surgical”), BIASURGE® Advanced Surgical Solution (“BIASURGE”) and FORTIFY TRG® Tissue Repair Graft (“FORTIFY TRG”), offset by a slight decrease of $0.2 million, or 8%, in sales of bone fusion products.

 

Gross profit for the second quarter of 2026 was $26.2 million, compared to $23.9 million for the second quarter of 2025, an increase of $2.3 million, or 10%, year-over-year. Gross margin was 93% of net revenue for the second quarter of 2026, compared to 92% of net revenue for the second quarter of 2025. Higher gross profit and margin for the second quarter of 2026 was primarily due to the net revenue growth factors above and product mix.

 

Operating expenses for the second quarter of 2026 were $24.4 million, or 86.8% of net revenue, compared to $21.4 million, or 82.9% of net revenue, for the second quarter of 2025, an increase of $3.0 million, or 14%, year-over-year. The increase in operating expenses was primarily due to higher selling, general, and administrative (“SG&A”) as well as slightly increased research and development (“R&D”). Higher SG&A in the second quarter of 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $1.2 million of the increase, approximately $0.6 million related to compensation expense and approximately $1.1 million related to legal and advisory services associated with corporate strategic initiatives. R&D for the second quarter of 2026 increased to $1.2 million, or 4% of net revenue, compared to $1.1 million, or 4% of net revenue, for the second quarter of 2025.

 

Operating income for the second quarter of 2026 was $1.8 million, compared to operating income of $2.5 million for the second quarter of 2025.

 

Other expense for the second quarter of 2026 was $2.2 million, compared to $2.0 million for the second quarter of 2025. The increase in other expense for the second quarter of 2026 was primarily due to higher interest expense related to our term loan with CRG Servicing LLC (the “CRG Term Loan”) and our share of losses from equity method investments. In the second quarter of 2025, interest on the CRG Term Loan was paid-in-kind and capitalized to the loan balance, whereas all interest was paid in cash in the second quarter of 2026.

 

 

 

 

Net loss from continuing operations for the second quarter of 2026 was $0.4 million, or a loss of $0.05 per diluted share, compared to net income from continuing operations of $0.5 million, or $0.05 per diluted share, for the second quarter of 2025. Net loss from continuing operations for the second quarter of 2026 was primarily due to higher SG&A, interest expense related to the CRG Term Loan and share of losses from equity method investments, partially offset by net revenue growth. Net loss from discontinued operations for the second quarter of 2026 was $41,720, compared to a net loss from discontinued operations of $2.5 million for the second quarter of 2025.

 

Adjusted EBITDA(2) for the second quarter of 2026 was $5.0 million, compared to $4.7 million for the second quarter of 2025, an increase of $0.3 million. Higher Adjusted EBITDA in the second quarter of 2026 was primarily due to net revenue growth offset by increases in SG&A.

 

First Six Months of 2026 Financial Results(1)

 

Net revenue for the first six months of 2026 was $55.9 million, compared to $49.2 million for the first six months of 2025, an increase of $6.7 million, or 14%, year-over-year. Higher net revenue for the first six months of 2026 was driven by an increase of $7.0 million, or 16%, in sales of soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG, offset by a slight decrease of $0.3 million, or 5%, in sales of bone fusion products.

 

Gross profit for the first six months of 2026 was $52.0 million, compared to $45.5 million for the first six months of 2025, an increase of $6.5 million, or 14%, year-over-year. Gross margin was 93% of net revenue for the first six months of 2026, compared to 92% of net revenue for the first six months of 2025. Higher gross profit and margin for the first six months of 2026 was primarily due to the net revenue growth factors above and product mix.

 

Operating expenses for the first six months of 2026 were $47.6 million, or 85.2% of net revenue, compared to $42.2 million, or 85.8% of net revenue, for the first six months of 2025, an increase of $5.4 million, or 13%, year-over-year. The increase in operating expenses was primarily due to higher SG&A offset by lower R&D, for the first six months of 2026. Higher SG&A in the first six months of 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $3.1 million of the increase, approximately $1.1 million related to compensation expense, approximately $1.1 million related to legal and advisory services associated with corporate strategic initiatives and approximately $0.2 million related to contracted services. R&D for the first six months of 2026 decreased to $1.9 million, or 3% of net revenue, compared to R&D of $2.0 million, or 4% of net revenue, for the first six months of 2025. Lower R&D in the first six months of 2026 was primarily due to the timing of product enhancement initiatives associated with the Company’s soft tissue repair products when compared to the first six months of 2025.

 

Operating income for the first six months of 2026 was $4.4 million, compared to operating income of $3.3 million for the first six months of 2025.

 

Other expense for the first six months of 2026 was $4.4 million, compared to $3.4 million for the first six months of 2025. The increase in other expense for the first six months of 2026 was primarily due to higher interest expense related to the CRG Term Loan and share of losses from equity method investments. In the first six months of 2025, interest on the CRG Term Loan was paid-in-kind and capitalized to the loan balance, whereas all interest was paid in cash in the first six months of 2026.

 

Net loss from continuing operations for the first six months of 2026 was $13,457, or zero per diluted share, compared to a net loss from continuing operations of $0.1 million, or a loss of $0.01 per diluted share, for the first six months of 2025. Net loss from continuing operations for the first six months of 2026 was primarily due to higher SG&A, interest expense related to the CRG Term Loan and share of losses from equity method investments, partially offset by net revenue growth. Net income from discontinued operations for the first six months of 2026 was $19,196, compared to a net loss from discontinued operations of $5.4 million for the first six months of 2025.

 

Adjusted EBITDA(2) for the first six months of 2026 was $9.3 million, compared to $7.4 million for the first six months of 2025, an increase of $1.9 million. The increase in Adjusted EBITDA in the first six months of 2026 was primarily due to net revenue growth offset by increases in SG&A.

 

Net cash used in operating activities in the first six months of 2026 was $0.4 million, compared to $0.7 million of net cash provided by operating activities in the first six months of 2025. The increase in net cash used in operating activities during the first six months of 2026 was primarily due to the timing of commissions payments, higher cash interest expense resulting from a larger outstanding debt balance compared to the prior-year period and the absence of paid-in-kind interest.

 

As of June 30, 2026, the Company had $15.4 million of cash and cash equivalents and $46.5 million of long-term debt, compared to $16.6 million and $46.0 million, respectively, as of December 31, 2025.

 

(1) As a result of the Company’s strategic realignment, the operations of THP, which were previously reported as the THP segment, have been classified as discontinued operations in Sanara’s consolidated financial statements for the three and six months ended June 30, 2026 and 2025.

 

(2) Adjusted EBITDA is a non-GAAP financial measure. See the discussion and the reconciliation at the end of this release for additional information.

 

 

 

 

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 for use by physicians and clinicians in hospitals. 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 healthcare systems. 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, the Company’s ability to achieve enhanced results by focusing on the surgical market, 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 as to the timing of the proposed transaction with MIMEDX (defined below); the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the approval of the Company’s shareholders) in the anticipated timeframe or at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in certain circumstances requiring the Company to pay a termination fee; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; 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 and 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, Quarterly Report on Form 10-Q and subsequent reports filed with the Securities and Exchange Commission (the “SEC”), 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.

 

 

 

 

Important Information and Where to Find It

 

In connection with the proposed transaction, MiMedx Group, Inc. (“MIMEDX”) intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of Sanara and that also constitutes a prospectus of MIMEDX. Each of MIMEDX and Sanara may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that MIMEDX or Sanara may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to shareholders of Sanara. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about MIMEDX, Sanara and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by MIMEDX will be available free of charge on MIMEDX’s website at https://investors.mimedx.com/. Copies will also be available at no charge at the Investor Relations section of Sanara’s website at https://ir.sanaramedtech.com/.

 

Participants in the Solicitation

 

Sanara, MIMEDX and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Sanara, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Sanara’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2026. Information about the directors and executive officers of MIMEDX, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in MIMEDX’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Sanara and MIMEDX using the sources indicated above.

 

No Offer or Solicitation

 

This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

Investor Relations Contact:

 

Walter Frank or John Nesbett

IMS Investor Relations

IR@sanaramedtech.com

(203) 972-9200

 

 

 

 

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   June 30,   December 31, 
   2026   2025 
   (Unaudited)     
Assets          
Current assets          
Cash and cash equivalents  $15,421,170   $16,578,857 
Accounts receivable, net   12,572,651    11,998,075 
Inventory, net   3,459,921    3,948,748 
Prepaid and other assets   741,733    948,620 
Current assets related to discontinued operations   5,203    67,863 
Total current assets   32,200,678    33,542,163 
           
Long-term assets          
Intangible assets, net   17,277,013    18,640,673 
Goodwill   3,601,781    3,601,781 
Investment in equity securities   13,730,703    14,626,858 
Right of use assets – operating leases   1,909,278    2,075,634 
Property and equipment, net   426,934    456,962 
Total long-term assets   36,945,709    39,401,908 
           
Total assets  $69,146,387   $72,944,071 
           
Liabilities and shareholders’ equity          
Current liabilities          
Accounts payable  $1,401,443   $2,338,761 
Accrued bonuses and commissions   6,801,395    11,781,435 
Accrued royalties and expenses   3,562,415    2,684,626 
Earnout liabilities – current   -    235,001 
Operating lease liabilities – current   383,153    353,229 
Current liabilities related to discontinued operations   345,585    1,233,478 
Total current liabilities   12,493,991    18,626,530 
           
Long-term liabilities          
Long-term debt   46,477,087    45,970,937 
Operating lease liabilities – long-term   1,669,529    1,868,703 
Other long-term liabilities   571,320    548,125 
Total long-term liabilities   48,717,936    48,387,765 
           
Total liabilities   61,211,927    67,014,295 
           
Commitments and contingencies          
Shareholders’ equity          
Common Stock: $0.001 par value, 20,000,000 shares authorized; 9,193,394 issued and outstanding as of June 30, 2026 and 8,946,913 issued and outstanding as of December 31, 2025   9,194    8,948 
Additional paid-in capital   82,826,049    81,232,536 
Accumulated deficit   (74,891,763)   (75,303,042)
Total Sanara MedTech shareholders’ equity   7,943,480    5,938,442 
Equity attributable to noncontrolling interest   (9,020)   (8,666)
Total shareholders’ equity   7,934,460    5,929,776 
Total liabilities and shareholders’ equity  $69,146,387   $72,944,071 

 

 

 

 

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2026   2025   2026   2025 
Net Revenue  $28,136,757   $25,804,252   $55,935,291   $49,238,348 
                     
Cost of goods sold   1,981,347    1,937,282    3,904,936    3,772,249 
                     
Gross profit   26,155,410    23,866,970    52,030,355    45,466,099 
                     
Operating expenses                    
Selling, general and administrative   22,601,690    19,634,319    44,483,210    38,763,527 
Research and development   1,154,232    1,056,796    1,913,824    2,007,155 
Depreciation and amortization   619,111    688,546    1,206,363    1,382,578 
Total operating expenses   24,375,033    21,379,661    47,603,397    42,153,260 
                     
Operating income   1,780,377    2,487,309    4,426,958    3,312,839 
                     
Other income (expense)                    
Interest expense   (1,810,311)   (1,791,568)   (3,609,656)   (3,108,660)
Share of losses from equity method investments   (433,648)   (195,482)   (896,155)   (339,090)
Interest income   53,814    -    66,772    3,672 
Gain (loss) on disposal of property and equipment   (1,376)   -    (1,376)   10,932 
Total other income (expense)   (2,191,521)   (1,987,050)   (4,440,415)   (3,433,146)
                     
Net income (loss) from continuing operations   (411,144)   500,259    (13,457)   (120,307)
                     
Net income (loss) from discontinued operations   (41,720)   (2,518,657)   19,196    (5,425,474)
                     
Net income (loss)   (452,864)   (2,018,398)   5,739    (5,545,781)
                     
Less: Net loss attributable to noncontrolling interest from continuing operations   -    (4,036)   (354)   (4,242)
                     
Net income (loss) attributable to Sanara MedTech shareholders  $(452,864)  $(2,014,362)  $6,093   $(5,541,539)
                     
Net income (loss) per share, basic:                    
Continuing operations  $(0.05)  $0.06   $-   $(0.01)
Discontinued operations   -    (0.29)   -    (0.63)
Net income (loss) per share of common stock, basic  $(0.05)  $(0.23)  $-   $(0.64)
                     
Net income (loss) per share, diluted:                    
Continuing operations  $(0.05)  $0.05   $-   $(0.01)
Discontinued operations   -    (0.28)   -    (0.63)
Net income (loss) per share of common stock, diluted  $(0.05)  $(0.23)  $-   $(0.64)
                     
Weighted average number of common shares outstanding, basic   8,662,671    8,612,986    8,732,849    8,591,663 
                     
Weighted average number of common shares outstanding, diluted   8,662,671    8,927,060    8,732,849    8,591,663 

 

 

 

 

The following is a reconciliation of the numerator and denominator of basic and diluted net income (loss) per share for the periods presented:

 

  

Three Months Ended

June 30,

   Six Months Ended
June 30,
 
   2026   2025   2026   2025 
Numerator:                    
Net income (loss) from continuing operations  $(411,144)  $500,259   $(13,457)  $(120,307)
Net income (loss) from discontinued operations   (41,720)   (2,518,657)   19,196    (5,425,474)
Less: Net loss attributable to noncontrolling interests from continuing operations   -    (4,036)   (354)   (4,242)
Net income (loss) attributable to Sanara MedTech shareholders  $(452,864)  $(2,014,362)  $6,093   $(5,541,539)
                     
Denominator:                    
Weighted average shares, basic   8,662,671    8,612,986    8,732,849    8,591,663 
Dilutive effect of stock options   -    31,013    -    - 
Dilutive effect of unvested shares   -    283,061    -    - 
Weighted average shares, diluted   8,662,671    8,927,060    8,732,849    8,591,663 

 

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 periods presented, as such shares would have had an anti-dilutive effect:

 

   June 30, 
   2026   2025 
Stock options   10,218    31,013 
Unvested restricted stock   411,210    260,377 

 

 

 

 

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Six Months Ended
June 30,
 
   2026   2025 
Cash flows from operating activities:          
Net income (loss)  $5,739   $(5,545,781)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation and amortization   1,206,363    2,238,641 
(Gain) loss on disposal of property and equipment   1,376    (9,674)
Credit loss expense   141,000    294,034 
Inventory obsolescence   130,822    371,957 
Share-based compensation   2,524,645    2,740,343 
Noncash lease expense   166,356    359,758 
Share of losses from equity method investments   896,155    339,090 
Back-end fee   359,067    377,490 
Paid-in-kind interest   -    995,244 
Accretion of finance liabilities   53,160    86,541 
Amortization and write-off of debt issuance costs   147,083    132,821 
Changes in operating assets and liabilities:          
Accounts receivable, net   (700,576)   125,086 
Accounts receivable – related parties   -    31,485 
Inventory, net   358,005    (1,130,775)
Prepaid and other assets   254,547    (76,285)
Accounts payable   (937,318)   (42,464)
Accounts payable – related parties   -    1,442 
Accrued royalties and expenses   898,597    317,076 
Accrued bonuses and commissions   (5,762,706)   (579,389)
Operating lease liabilities   (169,250)   (361,513)
Net cash provided by (used in) operating activities   (426,935)   665,127 
Cash flows from investing activities:          
Purchases of property and equipment   (49,052)   (3,484,008)
Proceeds from disposal of property and equipment   -    60,000 
Purchases of intangible assets   -    (23,452)
Investment in equity securities   -    (3,538,217)
CarePICS Acquisition   -    (2,122,146)
Net cash used in investing activities   (49,052)   (9,107,823)
Cash flows from financing activities:          
Loan proceeds, net of debt issuance costs of zero in 2026 and $228,183 in 2025   -    12,021,817 
Pay off debt assumed in CarePICS Acquisition   -    (1,650,000)
Net settlement of equity-based awards   (525,700)   (692,672)
Cash payment of finance and earnout liabilities   (156,000)   (156,000)
Net cash provided by (used in) financing activities   (681,700)   9,523,145 
Net increase (decrease) in cash and cash equivalents   (1,157,687)   1,080,449 
Cash and cash equivalents, beginning of period   16,578,857    15,878,295 
Cash and cash equivalents, end of period  $15,421,170   $16,958,744 
           
Cash paid during the period for:          
Interest  $3,050,346   $1,516,563 
Taxes   48,716    52,984 
           
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 

 

 

 

 

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, including Adjusted EBITDA. 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, gains/losses on the disposal of property and equipment, executive separation costs, and acquisition and other transaction related costs, 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 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 income (loss) from continuing operations to Adjusted EBITDA (Unaudited):

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2026   2025   2026   2025 
Net income (loss) from continuing operations  $(411,144)  $500,259   $(13,457)  $(120,307)
Adjustments:                    
Interest expense   1,810,311    1,791,568    3,609,656    3,108,660 
Depreciation and amortization(1)   619,111    688,546    1,206,363    1,382,578 
Noncash share-based compensation   1,496,310    1,278,871    2,524,645    2,454,367 
Share of losses from equity method investments   433,648    195,482    896,155    339,090 
(Gain) loss on disposal of property and equipment   1,376    -    1,376    (10,932)
Interest income   (53,814)   -    (66,772)   (3,672)
Executive separation costs(2)   -    260,275    -    260,275 
Acquisition and other transaction related costs(3)   1,114,980    4,826    1,114,980    4,826 
Adjusted EBITDA  $5,010,778   $4,719,827   $9,272,946   $7,414,885 

 

(1)Depreciation expense of $7,021 and $12,482 was reclassified as continuing operations in the three and six months ended June 30, 2025 and is therefore no longer reflected in discontinued operations.
   
(2)Includes $130,174 of share-based compensation related to executive separation costs for the three and six months ended June 30, 2025.
   
(3)Acquisition and other transaction related costs are comprised of legal and advisory services related to prospective acquisitions and corporate strategic initiatives.

 

 

 

 

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 as continuing operations in the first and second quarters of 2025, respectively, and is therefore no longer reflected in 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 as continuing operations in the first and second quarters of 2025, respectively, and is therefore no longer reflected in 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.

 

 

 

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