MIMEDX GROUP, INC.

Explanatory Note and Important Cautionary Statement Regarding Forward-Looking Statements

As used herein, the terms “MIMEDX,” the “Company,” “we,” “our” and “us” refer to MiMedx Group, Inc., a Florida corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only MiMedx Group, Inc.

Certain statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements herein relating to events or results that may occur in the future are forward-looking statements, including, without limitation, statements regarding the following:

•our strategic focus and current business priorities, including broadening of our product portfolio, and our ability to implement these priorities;

•our expectations regarding demand for our Wound products in response to recent changes in Medicare reimbursement for skin substitutes;

•our expectations of the impact of our cost reduction initiatives;

•our expectations regarding costs relating to compliance with regulatory requirements;

•our expectations regarding capital allocation;

•the pending acquisition of Sanara MedTech Inc., including the expected timing of completion, the receipt of required regulatory and shareholder approvals, the anticipated financing of the transaction, and the anticipated benefits, costs and impact of the transaction on our business, results of operations and financial condition;

•our expectations regarding future growth;

•our expectations regarding the outcome of pending litigation and investigations;

•our expectations regarding future income tax liability;

•demographic and market trends; and

•our ability to compete effectively.

Forward-looking statements generally can be identified by words such as “expect,” “will,” “change,” “intend,” “seek,” “target,” “future,” “plan,” “continue,” “potential,” “possible,” “could,” “estimate,” “may,” “anticipate,” “to be” and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Company’s operations and may cause the Company’s actual actions, results, financial condition, performance or achievements to differ materially from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Factors that may cause such a difference include, without limitation, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 and those discussed in Part II, Item 1A, Risk Factors, of this Quarterly report.

Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, a change in circumstances or otherwise. Each forward-looking statement contained in this Quarterly Report is specifically qualified in its entirety by the aforementioned factors. Readers are advised to carefully read this Quarterly Report in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions and not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report with the SEC.

PART I - FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

1. Nature of Business

MiMedx Group, Inc. (together with its subsidiaries, except where the context otherwise requires, “MIMEDX,” or the “Company”) is a pioneer and leader focused on helping humans heal. With more than a decade and a half of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX provides a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. All of the Company’s products sold in the United States are regulated by the United States Food and Drug Administration (“FDA”).

The Company’s product portfolio and product development focuses on Surgical and Wound markets.

The Company’s business is focused primarily on the United States, but the Company also has an emerging commercial presence in several international locations, including Japan.

2. Significant Accounting Policies

Please see Note 2, Significant Accounting Policies, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 for a description of all significant accounting policies.

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. The operating results for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in the 2025 Form 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include, among others, estimate of allowance for credit losses, estimates of fair value of and the probable achievement of performance conditions associated with share-based payment awards, estimates of returns and allowances, and valuation of deferred tax assets.

Treasury Stock

Shares repurchased by the Company are recorded as treasury stock at the cost to acquire such shares, reflecting the consideration paid to acquire shares, applicable commissions paid or payable to brokers, and any excise taxes arising from such transactions. Subsequent re-issuances of shares held in treasury are assumed to be released on a FIFO basis.

Recently Issued Accounting Standards Not Yet Adopted

Accounting Standards Update 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements. ASU 2024-03 is intended to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development. Adoption is required for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

All other ASUs issued and not yet effective as of September 30, 2026, and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s current and future financial position and results of operations.

3. Accounts Receivable, Net

Accounts receivable, net, consisted of the following (in thousands):

Activity related to the Company’s allowance for credit losses for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

4. Inventory

Inventory consisted of the following (in thousands):

5. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

Depreciation expense was the following (in thousands):

6. Intangible Assets, Net

Intangible assets, net, are summarized as follows (in thousands):

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

8. Long Term Debt, Net

Citizens Credit Agreement

On January 19, 2024, the Company entered into a Credit Agreement (the “Citizens Credit Agreement”) with Citizens Bank, N.A. and Bank of America, N.A. (collectively, the “Lenders”), which provided the Company with a $75.0 million Revolving Credit Facility and a $20.0 million Term Loan Facility.

In July 2026, the Company repaid the remaining outstanding principal balance of $17.3 million under the Citizens Term Loan Facility using cash on hand. The repayment was accounted for as a debt extinguishment. The recognized loss on extinguishment of debt, consisting of unamortized deferred financing costs and issue discount, was immaterial.

The Citizens Credit Agreement remained in effect as of September 30, 2026, and the Company hadno amounts drawn under the Revolving Credit Facility at that date. Unamortized deferred financing costs related to the Revolving Credit Facility were $0.5 million as of September 30, 2026, reflected as a component of other assets in the unaudited condensed consolidated balance sheet as of that date.

The Company was not in compliance with a certain financial covenant under the Citizens Credit Agreement as of September 30, 2026, constituting an Event of Default (as defined). The Company and the Lenders agreed to waive the default (the “Waiver”) until such time that the Company regains compliance with that financial covenant. Pursuant to the Waiver, the Company is not permitted to borrow upon the Revolving Credit Facility until such time that it regains compliance with the financial covenants.

Interest expense related to the Term Loan Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.2 million and $0.4 million for the three months ended September 30, 2026 and September 30, 2025, respectively. Interest expense related to the Term Loan Facility was $0.8 million and $1.2 million for the nine months ended September 30, 2026 and September 30, 2025, respectively.

The Commitment Fee on the Revolving Credit Facility, included in interest income, net in the unaudited condensed consolidated statements of operations, was $0.1 million for each of the three months ended September 30, 2026 and September 30, 2025 and $0.3 million for each of the nine months ended September 30, 2026 and September 30, 2025.

9. Net (Loss) Income Per Common Share

Net (loss) income per common share is calculated using two methods: basic and diluted.

Basic Net (Loss) Income Per Common Share

The following table provides a calculation of basic net (loss) income per common share for each of the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts).

Diluted Net (Loss) Income Per Common Share

The following table sets forth the computation of diluted net (loss) income per common share (in thousands, except share and per share amounts):

(a)Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be antidilutive for the periods presented.

10. Income Taxes

The effective tax rates for the Company were 21.5% and 26.7% for the three months ended September 30, 2026 and September 30, 2025, respectively. The effective tax rates for the company were 22.2% and 24.9% for the nine months ended September 30, 2026 and 2025, respectively.

Note that the Company generated loss before income tax provision for the three and nine months ended September 30, 2026, meaning that decreases in the effective tax rates would be unfavorable for those periods. Conversely, the Company generated income before income tax provision for the three and nine months ended September 30, 2025, meaning that decreases in its effective tax rate would be favorable for those periods.

The effective tax rate for the three and nine months ended September 30, 2026 was unfavorably impacted by certain deduction limitations and merger costs. The effective tax rate for the nine months ended September 30, 2026 was further unfavorably impacted by lower stock-based compensation deductions.

The effective tax rate for the three and nine months ended September 30, 2025 was unfavorably impacted by certain deduction limitations. For the nine months ended September 30, 2025, this effect was offset by greater stock-based compensation deductions.

11. Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities

Selected cash payments, receipts, and non-cash activities are as follows (in thousands):

12. Commitments and Contingencies

Merger Agreement and Debt Financing Commitment

Merger Agreement

On July 29, 2026, the Company entered into a definitive agreement (the “Merger Agreement”) with Sanara MedTech Inc. (“Sanara”) to acquire all outstanding shares of Sanara (the “Acquisition”) in a cash and stock transaction that values Sanara at $35.00 per share, reflecting an enterprise value of approximately $350 million. Under the terms of the agreement, each outstanding share of Sanara common stock will be converted into the right to receive $33.00 in cash and 0.4735 shares of the Company’s common stock, representing aggregate consideration of approximately $303 million in cash and approximately 4.4 million shares of the Company’s common stock, subject to applicable adjustments.

The Merger Agreement contains certain termination rights for both parties. Under specified circumstances, Sanara would be required to pay the Company a termination fee of $9.7 million, and, under other specified circumstances, the Company would be required to pay Sanara a termination fee of $22.5 million. No amounts related to these contingent termination fees have been accrued as of September 30, 2026, as payment of either fee is not considered probable.

Consummation of the Acquisition remains subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), and the satisfaction of other customary closing conditions.

On October 15, 2026, the Company and Sanara each received a request for additional information (the “Second Request”) and documentary materials from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Acquisition. The effect of the Second Request is to extend the waiting period imposed by HSR until 30 days after the parties have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated earlier by the FTC. Completion of the Acquisition remains subject to the expiration or termination of the waiting period under HSR. The Company continues to work constructively with the FTC in its review of the Acquisition.

The Merger Agreement terminates if the Acquisition has not been consummated on or before July 29, 2027 (along with any extensions, the “End Date”). Either the Company or Sanara may extend the End Date to a date not later than January 29, 2028, if certain conditions are met.

As of September 30, 2026, the Acquisition had not closed and no acquisition accounting has been reflected in the Company's unaudited condensed consolidated financial statements.

Hayfin Financing Commitment

Concurrently with the Merger Agreement, the Company obtained a debt financing commitment (the “Hayfin Commitment”) from Hayfin Capital Management LLP (“Hayfin”) for asix-year, $300.0 million (the “Initial Commitment”) first lien senior secured term loan (the “Hayfin Term Loan”) bearing interest at a Term SOFR plus 6.25% (the “Margin”), the proceeds of which, together with cash on hand, are expected to fund the cash portion of the consideration. The Hayfin Commitment is effective until five days following the End Date, inclusive of any extensions.

The Hayfin Commitment requires the Company to pay a ticking fee (the “Ticking Fee”) beginning on October 6, 2026 through the earlier of the Termination Date or the Closing Date (as those terms are defined in the Merger Agreement). The Ticking Fee accrues daily at 1.00% per annum beginning in October 2026, and accrues at 50% of the Margin per annum beginning in January 2027, in each case calculated on the balance of the Initial Commitment.

The Hayfin Commitment is contingent upon the closing of the Acquisition, at which time the Hayfin Term Loan will be funded. As of September 30, 2026, the Hayfin Commitment had not been funded.

Profit Share Payments

On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “TELA APA”) with TELA Bio, Inc. (“TELA”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States, which the Company markets as HELIOGEN. Pursuant to the TELA APA, the Company was required to make payments (the “Profit Share Payments”) of between a minimum of $3.0 million and a maximum of $7.0 million based on MIMEDX’s net sales of the product over thetwo years following its commercialization of the product, which occurred during the second quarter of 2024.

During the third quarter of 2026, the Company made its final Profit Share Payment to TELA. As of September 30, 2026, the Company has no further obligation to TELA under the TELA APA.

Litigation and Regulatory Matters

In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below). In view of the inherent difficulty of predicting the outcome of such matters, particularly where the plaintiffs or claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual recovery, loss, fines or penalties related to each pending matter may be. The Company's unaudited condensed consolidated balance sheet as of September 30, 2026 reflects the Company's current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. For more information regarding the Company’s legal proceedings, refer to Note 18, “Commitments and Contingencies” in the 2025 Form 10-K.

In accordance with applicable accounting guidance, the Company accrues a liability when those matters present loss contingencies that are both probable and estimable.

The following is a description of certain litigation and regulatory matters to which the Company is a party:

AXIOFILL

The Company received a Warning Letter from the FDA on December 21, 2023, relating to the inspections and classification of AXIOFILL. The Company received a determination letter in March 2024 reaffirming the FDA’s position that AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product under Section 361 of the Public Health Service Act. The Company strongly disagrees with this determination. On March 25, 2024, MIMEDX filed suit in the U.S. District Court for the Northern District of Georgia alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act.

In September 2026, the Court issued an order vacating the FDA's determinations that AXIOFILL is not a Section 361 HCT/P because it is more than minimally manipulated and that AXIOFILL should be classified as a biological product rather than a medical device, and remanded both matters to the FDA for further consideration consistent with the Court's order. The Company continues to believe that AXIOFILL meets the requirements for classification as a Section 361 HCT/P.

13. Revenue

MIMEDX hastwo product categories: (1) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest, and (2) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds. The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.

Below is a summary of net sales by product line (in thousands):

The Company did not have significant foreign operations or a single external customer from which 10% or more of net sales were derived during the three or nine months ended September 30, 2026 or 2025.

14. Segment Information

The Company determines its operating segments based on how the Chief Operating Decision Maker (“CODM”) reviews the business and makes resource allocation decisions. The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.

The Company has a single operating segment, which has not been aggregated with other operating segments.

The CODM uses several measures of profit or loss to assess Company performance and allocate resources. Of these measures, net income is the measure that most aligns to GAAP. Other measures used by the CODM include adjusted earnings before interest, taxes, depreciation and amortization. The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Company’s operations, including headcount and compensation.

Each financial statement caption included on the condensed consolidated statements of operations reflects a significant segment expense evaluated by the CODM. In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the unaudited condensed consolidated statements of operations.

The below table presents selling and marketing and general and administrative expense (amounts in thousands):

Below is a breakout of interest expense and interest income (amounts in thousands):

To see depreciation expense, amortization expense, income tax expense, and significant noncash items for this segment please refer to Note 5, Property and Equipment, Net, Note 6, Intangible Assets, Net, Note 10, Income Taxes, Note 11, Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities, respectively.

The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.

15. Investments

Vaporox Agreement

Late in the second quarter of 2025, the Company entered into a Convertible Note Purchase Agreement (the “Vaporox Note”) with Vaporox, Inc. (“Vaporox”) for $2.0 million. The note matures in the second quarter of 2028, and contains certain contingent conversion features upon the occurrence of specified events. The Vaporox Note was funded early in the third quarter of 2025.

The Company elected to account for the Vaporox Note pursuant to the Fair Value Option guidance prescribed by Accounting Standards Codification (“ASC”) Topic 825. Management chose this optional guidance for ease of calculation. This requires the Company to measure the Fair Value of the Vaporox Note, in its entirety, at each reporting date. As a result of electing the fair value option, direct costs and fees related to the Vaporox Note are expensed as incurred.

As of September 30, 2026, the fair value of the note was $2.1 million, and was estimated using relevant valuation techniques and a series of Level 3 inputs.

Regen Lab

In December 2025, MiMedx entered into a Distributorship Agreement (the “Regen Agreement”) with Regen Lab USA LLC (“Regen Lab”), which provides the Company with the exclusive right to distribute their RegenKit®-Wound Gel in the United States.

The Regen Agreement was accounted for as an acquisition of assets. All costs of acquisition were allocated to the distributorship agreement and is reflected as a component of intangible assets, net, in the unaudited condensed consolidated balance sheet as of September 30, 2026.

In satisfaction of the obligation created by the Regen Agreement, the Company paid Regen Lab an up-front payment of $5.0 million during January 2026. In addition, the Company may be required to pay up to an additional $5.0 million in contingent consideration upon achievement of cumulative revenue milestones specified in the Regen Agreement. As of September 30, 2026, no contingent consideration milestones pursuant to the Regen Agreement have been met.

16. Subsequent Events

Patent License Agreement

In October 2026, the Company announced that it had entered into a patent license agreement (the “Patent License Agreement”) with a competitor Wound Care company (the “Licensee”). The Patent License Agreement resolves patent infringement allegations against the Licensee involving MiMedx’s intellectual property, to which the Licensee did not admit fault or liability.

The Licensee will pay MiMedx a total of $25.0 million infive equal, annual installments of $5.0 million,. The first installment was paid during the fourth quarter of 2026 and the remaining installments are due on the first four anniversary dates of the Patent License Agreement. The Patent License Agreement provides the Licensee with an indefinite, non-exclusive license to use certain of the Company’s patents.