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Sanara MedTech Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

SMTI$31.55-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001493152-25-011885

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021894

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 116 current paragraphs.

64 unchanged; 40 reworded; 11 added; 18 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 11 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

As of the CarePICS Closing Date, CarePICS was reported within the THP segment. Following the decision to discontinue the THP segment in mid-September 2025, management determined that the technology developed by CarePICS held no value outside of the THP segment. Consequently, the carrying value of the CarePICS technology was fully impaired and written down to zero. Additionally, the earnout liability related to the CarePICS acquisition was assessed and determined to be unattainable, resulting in the reduction of the contingent consideration liability to zero.

Current report

During the third quarter of 2025, following authorization from the Board of Directors, management initiated a review of strategic options for THP. To facilitate this review, we engaged an investment bank to search for potential investors or purchasers. By mid-September 2025, we concluded that these efforts were unlikely to succeed and ended our engagement with the investment bank. Persistent losses related to THP and a lack of interest from investors led management and the Board of Directors to decide to discontinue THP’s operations in mid-September 2025. The process of winding down THP is expected to continue through the end of 2025. In line with this decision, THP has met the accounting requirements to be classified under discontinued operations as of September 30, 2025.

Current report

In accordance with generally accepted accounting principles in the United States (“GAAP”), the balance sheets and income statements of the THP segment are presented as discontinued operations in our Consolidated Balance Sheets and Consolidated Statements of Operations and, as such, have been excluded from continuing operations for all periods presented. For information on discontinued operations, refer to Note 3, “Discontinued Operations.”

Current report

Since the second quarter of 2024, we have managed our business on the basis of two operating and reportable segments, the Sanara Surgical segment and the THP segment. In connection with the disposal of the THP segment, we determined that we now have a single operating and reportable segment. This determination is in accordance with Accounting Standards Codification (“ASC”) 280, Segment reporting. Certain prior period amounts have been reclassified to conform to the current year presentation.

Current report

(2) Adjusted EBITDA is a non-GAAP financial measure. For more information, see the section titled “Adjusted EBITDA” below.

Current report

Net loss from discontinued operations. As a result of our decision to discontinue THP, the operating results of THP are reported as discontinued operations in the Consolidated Statements of Operations for all periods presented. Net loss from discontinued operations totaled $31.2 million and $2.7 million for the three months ended September 30, 2025 and 2024, respectively, and $36.7 million and $5.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in net loss from discontinued operations for the three and nine months ended September 30, 2025 was primarily due to asset impairment charges of intangible and fixed assets related to the THP technology platform.

Current report

Net income/loss from continuing operations. For the three months ended September 30, 2025, we had a net income from continuing operations of $0.8 million, compared to a net loss from continuing operations of $0.2 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, we had a net income from continuing operations of $0.7 million, compared to a net loss from continuing operations of $2.9 million for the nine months ended September 30, 2024. The higher net income from continuing operations for the three and nine months ended September 30, 2025 was primarily due to increased revenue offset by SG&A and R&D increasing at a slower pace than revenue growth and higher interest expense related to the CRG Term Loan.

Current report

For the three months ended September 30, 2025, our Adjusted EBITDA was $4.9 million compared to $2.6 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, our Adjusted EBITDA was $12.3 million compared to $5.1 million for the nine months ended September 30, 2024. The higher Adjusted EBITDA in 2025 was primarily due to higher net revenue and gross profit offset by SG&A and R&D increasing at a slower pace than revenue growth.

Current report

As of the CarePICS Closing Date, CarePICS was reported within the THP segment. Following the decision to discontinue the THP segment in mid-September 2025, management determined that the technology developed by CarePICS no longer held value outside of the THP segment. Consequently, the carrying value of the CarePICS technology was fully impaired and written down to zero. Additionally, the earnout liability related to the CarePICS acquisition was assessed and determined to be unattainable, resulting in the reduction of the contingent consideration liability to zero.
Removed paragraphs (18)

Previous report

Historically, we managed our business on the basis of one operating and reportable segment. During the second quarter of 2024, we changed our reportable segments to reflect a change in the way the business is managed. Based on the growing importance of the value-based wound care program to our future outlook and how our chief operating decision maker (“CODM”), the Chief Executive Officer, reviews operating results and makes decisions about resource allocation, we have two reportable segments: Sanara Surgical and THP.

Previous report

Our value-based care segment, THP, is focused on value-based wound care services. Through THP, we plan to offer a first of its kind value-based wound care program to payers and risk-bearing entities such as accountable care organizations and value-based primary care companies.

Previous report

THP’s programs are expected to enable payers to divest wound care spend risk, reduce wound related hospitalizations and improve patient quality of life. THP plans to coordinate delivery of community and home-based wound care for its managed patients. Community-based care spans a variety of settings, including physician offices, skilled nursing facilities, assisted living facilities and senior living facilities. THP programs are intended to integrate science and evidence-based medicine protocols to standardize wound prevention and treatment.

Previous report

In June 2020, we formed a subsidiary, United Wound and Skin Solutions, LLC (formerly known as “WounDerm”), to hold certain investments and operations in wound and skin virtual consult services. In 2024, United Wound and Skin Solutions, LLC was renamed to Tissue Health Plus, LLC. THP is continuing its current mission to simplify skin health, starting with value-based wound care through a refined business plan. Through THP, we plan to offer a first of its kind value-based wound care program to payers and risk-bearing entities such as accountable care organizations and value-based primary care companies. We launched the first THP pilot program with a wound care provider group during the second quarter of 2025.

Previous report

We anticipate that THP’s customer contracts will have three-to-five-year terms. These contracts are expected to incorporate a mix of value-based pricing methodologies including episodic, “per member per month,” and “fee for value” pricing. We believe this approach is aligned with the financial goals of the payers and will help deliver outstanding clinical outcomes for the patients.

Previous report

Our vision for our comprehensive approach consists of three key sets of planned capabilities:

Previous report

We have initiated a formal process to evaluate a full range of strategic alternatives for THP, with a focus on identifying and pursuing the best path forward to maximize value for our company and its shareholders.

Previous report

For the three and six months ended June 30, 2025 and 2024, revenue from soft tissue repair products, bone fusion products and royalties was generated from the Sanara Surgical segment. We launched the first THP pilot program with a wound care provider group during the second quarter of 2025; however, the pilot program is in its early stages and has not generated any revenue to date. For the three and six months ended June 30, 2025, the SaaS revenue shown was generated from the THP segment and relates to contracts acquired in the CarePICS Acquisition.

Previous report

(2) For the six months ended June 30, 2024, $90,293 of selling, general and administrative expenses were reclassified from the Sanara Surgical segment to the THP segment.

Previous report

Net loss. For the three months ended June 30, 2025, we had a net loss of $2.0 million, compared to a net loss of $3.5 million for the three months ended June 30, 2024. Our net loss included $2.5 million and $1.3 million related to our THP segment for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, we had a net loss of $5.5 million, compared to a net loss of $5.3 million for the six months ended June 30, 2024. Our net loss included $5.4 million and $2.6 million related to our THP segment for the six months ended June 30, 2025 and 2024, respectively. The higher net loss for the six months ended June 30, 2025 was primarily due to higher costs related to the buildout of our THP platform and infrastructure and increased interest expense related to the CRG Term Loan, partially offset by higher gross profit.

Previous report

(1) Includes $130,174 and $328,795 of share-based compensation related to executive separation costs for the three and six months ended June 30, 2025 and 2024, respectively.

Previous report

(2) Acquisition costs include legal, tax, accounting and other contract services related to prospective acquisitions.

Previous report

(3) The THP segment does not include $1.7 million and $3.4 million of internal use software costs capitalized during the three and six months ended June 30, 2025, respectively.

Previous report

For the three months ended June 30, 2025, our Segment Adjusted EBITDA was $2.7 million compared to $0.6 million for the three months ended June 30, 2024. Our Segment Adjusted EBITDA included $(2.1) million and $(0.8) million related to our THP segment for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, our Segment Adjusted EBITDA was $3.3 million compared to $0.9 million for the six months ended June 30, 2024. Our Segment Adjusted EBITDA included $(4.1) million and $(1.6) million related to our THP segment for the six months ended June 30, 2025 and 2024, respectively. The higher Segment Adjusted EBITDA in 2025 was primarily due to higher net revenue and gross profit related to the Sanara Surgical segment as discussed above, partially offset by higher costs related to the buildout of our THP platform.
Reworded paragraphs (40)

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance, including topics such as our value-based wound and skin services and Tissue Health Plus (“THP”) platforms. In some cases, you can identify forward-looking statements because they contain words such as “aims,” “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “target,” “will” or “would” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance, including topics such as our wound and skin services. In some cases, you can identify forward-looking statements because they contain words such as “aims,” “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “target,” “will” or “would” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:

Previous wording

We are a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skin markets. Our products, services and technologies are designed to achieve our goal of providing better clinical outcomes at a lower overall cost for patients regardless of where they receive care. Through our two operating segments, Sanara Surgical and THP, we strive to be one of the most innovative and comprehensive providers of effective surgical, wound and skin solutions and are continually seeking to expand our offerings for patients requiring treatments across the entire continuum of care in the United States.

Current wording

We are a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market. Our products, services and technologies are designed to achieve our goal of providing better clinical outcomes at a lower overall cost for patients. We strive to be one of the most innovative and comprehensive providers of effective surgical solutions and are continually seeking to expand our offerings for patients requiring treatments in the United States.

Previous wording

Our Sanara Surgical segment primarily markets and sells soft tissue repair and bone fusion products for use in the operating room or other sterile environments. Sanara Surgical’s soft tissue repair products include, among other products, our lead product, CellerateRX Surgical Activated Collagen (“CellerateRX Surgical”), a hydrolyzed collagen that aids in the management of surgical wounds, and BIASURGE Advanced Surgical Solution (“BIASURGE”), a sterile no-rinse, advanced surgical solution used for wound irrigation. Sanara Surgical’s bone fusion products include, among other products, BiFORM Bioactive Moldable Matrix (“BiFORM”), an osteoconductive, bioactive, porous implant that allows for bony ingrowth across the graft site, and ALLOCYTE Plus Advanced Viable Bone Matrix (“ALLOCYTE Plus”), a human allograft cellular bone matrix containing bone-derived progenitor cells and conformable bone fibers.

Current wording

We primarily market and sell soft tissue repair and bone fusion products for use in the operating room or other sterile environments. Our soft tissue repair products include, among other products, our lead product, CellerateRX Surgical Activated Collagen (“CellerateRX Surgical”), a hydrolyzed collagen that aids in the management of surgical wounds, and BIASURGE Advanced Surgical Solution (“BIASURGE”), a sterile no-rinse, advanced surgical solution used for wound irrigation. Our bone fusion products include, among other products, BiFORM Bioactive Moldable Matrix (“BiFORM”), an osteoconductive, bioactive, porous implant that allows for bony ingrowth across the graft site, and ALLOCYTE Plus Advanced Viable Bone Matrix (“ALLOCYTE Plus”), a human allograft cellular bone matrix containing bone-derived progenitor cells and conformable bone fibers.

Previous wording

Our Sanara Surgical segment also includes an in-house research and development team, Rochal Technologies, with an extensive pipeline of innovative products under development.

Current wording

We also utilize an in-house research and development team, Rochal Technologies, with an extensive pipeline of innovative products under development.

Previous wording

Our Sanara Surgical segment markets and distributes surgical, wound and skin products to physicians, hospitals, clinics, and post-acute care settings. Our products are primarily sold in the U.S. surgical tissue repair and advanced wound care markets. We believe that we have the ability to drive our product pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. We are constantly seeking long-term strategic partnerships with a focus on products that improve outcomes at a lower overall cost.

Current wording

We market and distribute surgical products to physicians, hospitals, clinics, and post-acute care settings. Our products are primarily sold in the U.S. surgical tissue repair and advanced wound care markets. We believe that we have the ability to drive our product pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. We are constantly seeking long-term strategic partnerships with a focus on products that improve outcomes at a lower overall cost.

Previous wording

On April 17, 2024 (the “Closing Date”), we, as borrower, entered into a Term Loan Agreement (the “CRG Term Loan Agreement”) with the subsidiary guarantors party thereto from time to time (collectively, the “Guarantors”), CRG Servicing LLC as administrative agent and collateral agent (the “Agent”), and the lenders party thereto from time to time, providing for a senior secured term loan of up to $55.0 million (the “CRG Term Loan”). In April 2024, our first borrowing (the “First Borrowing”) under the CRG Term Loan of $15.0 million was used to repay our then-existing loan with Cadence Bank (the “Cadence Term Loan”) and to pay fees and expenses related to the CRG Term Loan Agreement. In September 2024, we borrowed an additional $15.5 million under the CRG Term Loan (the “Second Borrowing”), a portion of the proceeds of which were used for the investment in ChemoMouthpiece, LLC (“CMp”). On March 19, 2025, we and the Guarantors entered into the First Amendment to Term Loan Agreement with the Agent and the lenders party thereto from time to time (the “CRG Amendment”) to, among other things (i) entitle us to up to two additional borrowings following the Second Borrowing under the CRG Term Loan, which must occur on or prior to December 31, 2025, if at all, and (ii) remove the requirement that any borrowing be in whole multiples of $5.0 million. On March 31, 2025, we borrowed an additional $12.25 million under the CRG Term Loan Agreement (the “Third Borrowing”). The First Borrowing, the Second Borrowing and the Third Borrowing each have a maturity date of May 30, 2029 (the “Maturity Date”), unless earlier prepaid. Pursuant to the CRG Term Loan Agreement, prior to December 31, 2025 and, subject to the satisfaction of certain conditions, we have the right to draw down a fourth borrowing of up to $12.25 million. The Company used a portion of the proceeds from the Third Borrowing for permitted acquisition opportunities, such as the CarePICS Acquisition (defined below) in April 2025, and for general working capital and corporate purposes.

Current wording

On April 17, 2024 (the “Closing Date”), we, as borrower, entered into a Term Loan Agreement (the “CRG Term Loan Agreement”) with the subsidiary guarantors party thereto from time to time (collectively, the “Guarantors”), CRG Servicing LLC as administrative agent and collateral agent (the “Agent”), and the lenders party thereto from time to time, providing for a senior secured term loan of up to $55.0 million (the “CRG Term Loan”). In April 2024, our first borrowing (the “First Borrowing”) under the CRG Term Loan of $15.0 million was used to repay our then-existing loan with Cadence Bank (the “Cadence Term Loan”) and to pay fees and expenses related to the CRG Term Loan Agreement. In September 2024, we borrowed an additional $15.5 million under the CRG Term Loan (the “Second Borrowing”), a portion of the proceeds of which were used for the investment in ChemoMouthpiece, LLC (“CMp”), and for general working capital and corporate purposes. On March 19, 2025, we and the Guarantors entered into the First Amendment to Term Loan Agreement with the Agent and the lenders party thereto from time to time (the “CRG Amendment”) to, among other things (i) entitle us to up to two additional borrowings following the Second Borrowing under the CRG Term Loan, which must occur on or prior to December 31, 2025, if at all, and (ii) remove the requirement that any borrowing be in whole multiples of $5.0 million. On March 31, 2025, we borrowed an additional $12.25 million under the CRG Term Loan Agreement (the “Third Borrowing”), a portion of the proceeds of which were used for permitted acquisition opportunities, such as the CarePICS Acquisition (defined below) in April 2025, and for general working capital and corporate purposes. The First Borrowing, the Second Borrowing and the Third Borrowing each have a maturity date of March 30, 2029 (the “Maturity Date”), unless earlier prepaid. Pursuant to the CRG Term Loan Agreement, prior to December 31, 2025 and, subject to the satisfaction of certain conditions, we have the right to draw down a fourth borrowing of up to $12.25 million.

Previous wording

On January 16, 2025, we entered into a Licensing and Distribution Agreement (the “BMI License Agreement”) with Biomimetic Innovation Limited, a privately-held medical device company headquartered in Shannon, Co. Clare Ireland (“BMI”), pursuant to which we acquired the exclusive U.S. marketing, sales and distribution rights to OsStic Synthetic Injectable Structural Bio-Adhesive Bone Void Filler (“OsStic”), as well as an adjunctive internal fixation technology featuring novel delivery to promote targeted application of OsStic (“ARC” and together with OsStic, the “BMI Products”), for use in the treatment of a wound or injury caused by a traumatic incident. Pursuant to the BMI License Agreement, we were appointed by BMI as the exclusive distributor to promote, market, offer to sell, transfer, distribute and sell the BMI Products for trauma indications inside the United States and its territories for an initial five-year term, which term may be automatically renewed for successive two-year periods at our discretion, provided that we are in compliance with our obligations thereunder (the “BMI Term”).

Current wording

On January 16, 2025, we entered into a Licensing and Distribution Agreement (the “BMI License Agreement”) with Biomimetic Innovations Limited, a privately-held medical device company headquartered in Shannon, Co. Clare Ireland (“BMI”), pursuant to which we acquired the exclusive U.S. marketing, sales and distribution rights to OsStic Synthetic Injectable Structural Bio-Adhesive Bone Void Filler (“OsStic”), as well as an adjunctive internal fixation technology featuring novel delivery to promote targeted application of OsStic (“ARC” and together with OsStic, the “BMI Products”), for use in the treatment of a wound or injury caused by a traumatic incident. Pursuant to the BMI License Agreement, we were appointed by BMI as the exclusive distributor to promote, market, offer to sell, transfer, distribute and sell the BMI Products for trauma indications inside the United States and its territories for an initial five-year term, which term may be automatically renewed for successive two-year periods at our discretion, provided that we are in compliance with our obligations thereunder (the “BMI Term”). From January 16, 2025 until October 13, 2025, we had an option to negotiate exclusive distribution rights for the BMI Products in additional fields and/or additional territories on substantially the same terms as those set forth in the BMI License Agreement. On June 18, 2025, pursuant to the BMI License Agreement, we exercised our option for exclusive distribution rights of the BMI Products for sports medicine, spine, arthroplasty, and craniomaxillofacial indications within the United States and its territories. On October 1, 2025, we and BMI entered into a first amendment to the BMI License Agreement to extend the option period through May 31, 2026 to provide more time to negotiate and finalize the terms of the additional fields in the contract territory.

Previous wording

In connection with the BMI License Agreement, on January 16, 2025, we entered into a Share Subscription and Shareholders’ Agreement (the “Subscription Agreement”), pursuant to which we made an initial cash investment in BMI totaling approximately €3.0 million. Upon our initial cash investment of €3.0 million and the conversion of our previously disclosed €1.0 million convertible loan to BMI, we were issued 8,230 ordinary shares of BMI, constituting approximately 6.67% of the outstanding equity of BMI as of January 16, 2025. Pursuant to the Subscription Agreement, we also agreed to contribute an additional €4.0 million to BMI through a series of capital contributions in exchange for 8,230 additional ordinary shares of BMI upon the achievement of certain development, clinical, and regulatory milestones expected to occur at various points during 2025 and 2026. As of June 30, 2025, BMI had achieved two of such milestones, and upon settlement, we paid BMI $2.4 million (€2.0 million) on July 1, 2025 in exchange for 4,116 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 9.678% as of July 1, 2025. For more information regarding the BMI License Agreement and BMI Subscription Agreement, see the “Liquidity and Capital Resources” section below.

Current wording

In connection with the BMI License Agreement, on January 16, 2025, we entered into a Share Subscription and Shareholders’ Agreement (the “Subscription Agreement”), pursuant to which we made an initial cash investment in BMI totaling approximately $3.1 million (€3.0 million). Upon our initial cash investment of $3.1 million (€3.0 million) and the conversion of our previously disclosed $1.1 million (€1.0 million) convertible loan to BMI, we were issued 8,230 ordinary shares of BMI, constituting approximately 6.67% of the outstanding equity of BMI as of January 16, 2025. Pursuant to the Subscription Agreement, we also agreed to contribute an additional €4.0 million to BMI through a series of capital contributions in exchange for 8,230 additional ordinary shares of BMI upon the achievement of certain development, clinical, and regulatory milestones expected to occur at various points during 2025 and 2026. As of June 30, 2025, BMI had achieved two of such milestones, and upon settlement, we paid BMI $2.4 million (€2.0 million) on July 1, 2025 in exchange for 4,116 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 9.678% as of July 1, 2025. In September 2025, BMI achieved the final three milestones, and upon settlement, we paid BMI $2.4 million (€2.0 million) on October 2, 2025 in exchange for 4,114 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 12.499% as of October 2, 2025. For more information regarding the BMI License Agreement and BMI Subscription Agreement, see the “Liquidity and Capital Resources” section below.

Previous wording

On April 1, 2025 (the “CarePICS Closing Date”), we entered into a Unit Purchase Agreement (the “CarePICS Purchase Agreement”), with THP, our wholly owned subsidiary (the “Purchaser”), CarePICS, LLC (“CarePICS”), the holders of CarePICS’s outstanding units (each, a “Seller” and collectively, the “Sellers”) and Paul Schubert, in his capacity as the representative of the Sellers, pursuant to which the Purchaser purchased all of the issued and outstanding equity interests of CarePICS (the “Units”) from the Sellers (the “CarePICS Acquisition”). On the CarePICS Closing Date, the parties to the CarePICS Purchase Agreement completed the CarePICS Acquisition, and CarePICS became an indirect wholly owned subsidiary of the Company. Pursuant to the CarePICS Purchase Agreement, the cash consideration for the CarePICS Acquisition was $2.0 million, which included transaction expenses of the Sellers. On the CarePICS Closing Date, we also paid $1.65 million to satisfy certain existing indebtedness of CarePICS, which was assumed by us at the closing of the acquisition. The CarePICS Purchase Agreement also provides that the Sellers are entitled to receive potential earnout payments. For more information regarding the CarePICS Acquisition, see the “Liquidity and Capital Resources” section below.

Current wording

On April 1, 2025 (the “CarePICS Closing Date”), we entered into a Unit Purchase Agreement (the “CarePICS Purchase Agreement”), with Tissue Health Plus, LLC (“THP”), our wholly owned subsidiary (the “Purchaser”), CarePICS, LLC (“CarePICS”), the holders of CarePICS’s outstanding units (each, a “Seller” and collectively, the “Sellers”) and Paul Schubert, in his capacity as the representative of the Sellers, pursuant to which the Purchaser purchased all of the issued and outstanding equity interests of CarePICS (the “Units”) from the Sellers (the “CarePICS Acquisition”). On the CarePICS Closing Date, the parties to the CarePICS Purchase Agreement completed the CarePICS Acquisition, and CarePICS became an indirect wholly owned subsidiary of the Company. Pursuant to the CarePICS Purchase Agreement, the cash consideration for the CarePICS Acquisition was $2.0 million, which included transaction expenses of the Sellers. On the CarePICS Closing Date, we also paid $1.65 million to satisfy certain existing indebtedness of CarePICS, which was assumed by us at the closing of the acquisition. The CarePICS Purchase Agreement also provides for potential earnout payments.

Previous wording

Revenue streams from product sales, software as a service (“SaaS”) and royalties for the three and six months ended June 30, 2025 and 2024 are summarized below.

Current wording

Revenue streams from product sales and royalties for the three and nine months ended September 30, 2025 and 2024 are summarized below.

Previous wording

Research and development (“R&D”) includes costs related to enhancements to our currently available products and additional investments in our product, services and technologies development pipeline. This includes personnel-related expenses, including salaries, share-based compensation and benefits for all personnel directly engaged in R&D activities, contracted services, materials, prototype expenses and allocated overhead, which is comprised of compensation and benefits, lease expense and other facilities related costs. We expense R&D costs as incurred. We generally expect that R&D will increase as we continue to support product enhancements and to bring new products to market.

Current wording

Research and development (“R&D”) includes costs related to enhancements to our currently available products and additional investments in our product, services and technologies development pipeline. This includes personnel-related expenses, including salaries, share-based compensation and benefits for all personnel directly engaged in R&D activities, contracted services, materials, prototype expenses and allocated overhead, which is comprised of compensation and benefits, lease expense and other facilities related costs. We expense R&D costs as incurred.

Previous wording

The following table presents certain information about the results and Segment Adjusted EBITDA (as described below) of our reportable business segments. See Note 12, Segment Reporting, in Part I, Item 1 of this report for more information on our reportable business segments:

Current wording

The following table presents certain information about our results of operations and Adjusted EBITDA (as described below) for the periods presented:

Previous wording

(1) For the three months ended June 30, 2025, other expense included interest expense and share of losses from equity method investments. For the three months ended June 30, 2024, other expense included interest expense. For the six months ended June 30, 2025, other expense included interest expense and share of losses from equity method investments, offset by interest income and gain on disposal of property and equipment. For the six months ended June 30, 2024, other expense included interest expense.

Current wording

(1) For the three and nine months ended September 30, 2025 and 2024, other expense included interest expense and share of losses from equity method investments, offset by interest income and gain on disposal of property and equipment.

Previous wording

Net Revenue. For the three months ended June 30, 2025, we generated net revenue of $25.8 million compared to net revenue of $20.2 million for the three months ended June 30, 2024, a 28% increase over the prior year period. For the six months ended June 30, 2025, we generated net revenue of $49.3 million compared to net revenue of $38.7 million for the six months ended June 30, 2024, a 27% increase over the prior year period. The higher net revenue in the three and six months ended June 30, 2025 was primarily due to increased sales of soft tissue repair products, including CellerateRX Surgical and BIASURGE, and certain bone fusion products as a result of our increased market penetration, geographic expansion and our continuing strategy to expand our independent distribution network in both new and existing U.S. markets.

Current wording

Net Revenue. For the three months ended September 30, 2025, we generated net revenue of $26.3 million compared to net revenue of $21.7 million for the three months ended September 30, 2024, a 22% increase over the prior year period. For the nine months ended September 30, 2025, we generated net revenue of $75.6 million compared to net revenue of $60.4 million for the nine months ended September 30, 2024, a 25% increase over the prior year period. The higher net revenue in the three and nine months ended September 30, 2025 was primarily due to increased sales of soft tissue repair products, including CellerateRX Surgical and BIASURGE, and certain bone fusion products as a result of our increased market penetration, geographic expansion and our continuing strategy to expand our independent distribution network in both new and existing U.S. markets.

Previous wording

***Cost of Goods Sold.***Cost of goods sold for the three months ended June 30, 2025 was $1.9 million compared to cost of goods sold of $2.0 million for the three months ended June 30, 2024. Cost of goods sold for the six months ended June 30, 2025 was $3.8 million compared to cost of goods sold of $3.9 million for the six months ended June 30, 2024. The higher gross margins realized in the three and six months ended June 30, 2025 were due to increased sales of soft tissue repair products and lower manufacturing costs related to CellerateRX Surgical.

Current wording

***Cost of Goods Sold.***Cost of goods sold for the three months ended September 30, 2025 was $1.9 million compared to cost of goods sold of $2.0 million for the three months ended September 30, 2024. Cost of goods sold for the nine months ended September 30, 2025 was $5.6 million compared to cost of goods sold of $5.9 million for the nine months ended September 30, 2024. The lower cost of goods sold in the three and nine months ended September 30, 2025 was due to lower manufacturing costs related to CellerateRX Surgical.

Previous wording

Gross Profit. On a consolidated basis, we generated gross profit of $23.9 million for the three months ended June 30, 2025 compared to gross profit of $18.2 million for the three months ended June 30, 2024, a 32% increase over the prior year period. We generated gross profit of $45.5 million for the six months ended June 30, 2025 compared to gross profit of $34.8 million for the six months ended June 30, 2024, a 31% increase over the prior year period. The higher gross profit in the three and six months ended June 30, 2025 was primarily due to increased sales of soft tissue repair products, particularly CellerateRX Surgical and BIASURGE, as a result of our increased market penetration and geographic expansion, and our continuing strategy to expand our independent distribution network in both new and existing U.S. markets.

Current wording

Gross Profit. We generated gross profit of $24.5 million for the three months ended September 30, 2025 compared to gross profit of $19.7 million for the three months ended September 30, 2024, a 24% increase over the prior year period. We generated gross profit of $69.9 million for the nine months ended September 30, 2025 compared to gross profit of $54.5 million for the nine months ended September 30, 2024, a 28% increase over the prior year period. The higher gross profit in the three and nine months ended September 30, 2025 was primarily due to increased sales of soft tissue repair products, particularly CellerateRX Surgical and BIASURGE, as a result of our increased market penetration and geographic expansion, and our continuing strategy to expand our independent distribution network in both new and existing U.S. markets.

Previous wording

Selling, general and administrative. SG&A for the three months ended June 30, 2025 was $21.6 million compared to SG&A of $19.0 million for the three months ended June 30, 2024. SG&A for the six months ended June 30, 2025 was $43.0 million compared to SG&A of $35.1 million for the six months ended June 30, 2024. The higher SG&A in the three months ended June 30, 2025 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $1.5 million of the increase, offset by $0.2 million of lower costs in our Sanara Surgical segment, and approximately $1.3 million of additional SG&A in our THP segment, compared to the prior year period. The higher SG&A in the six months ended June 30, 2025 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $3.7 million of the increase, approximately $3.1 million of additional SG&A in our THP segment, and approximately $0.7 million related to the buildout of our corporate infrastructure, compared to the prior year period.

Current wording

Selling, general and administrative. SG&A for the three months ended September 30, 2025 was $19.9 million compared to SG&A of $17.4 million for the three months ended September 30, 2024. SG&A for the nine months ended September 30, 2025 was $58.6 million compared to SG&A of $51.5 million for the nine months ended September 30, 2024. The higher SG&A in the three months ended September 30, 2025 was primarily due to increased compensation expense and contract services, which accounted for $1.4 million of the increase, and higher direct sales and marketing expenses, which accounted for approximately $0.8 million of the increase, compared to the prior year period. The higher SG&A in the nine months ended September 30, 2025 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $4.6 million of the increase, and approximately $2.5 million related to increased compensation expense and contract services, compared to the prior year period.

Previous wording

Research and development. R&D for the three months ended June 30, 2025 was $1.3 million compared to R&D of $1.0 million for the three months ended June 30, 2024. R&D for the six months ended June 30, 2025 was $2.4 million compared to R&D of $1.9 million for the six months ended June 30, 2024. Beginning in the first quarter of 2025, we began capitalizing certain development costs related to the buildout of our THP technology platform. During the three and six months ended June 30, 2025, we capitalized approximately $1.7 million and $3.4 million, respectively, of such development costs as property, plant and equipment.

Current wording

Research and development. R&D for the three months ended September 30, 2025 was $1.0 million compared to R&D of $0.8 million for the three months ended September 30, 2024. R&D for the nine months ended September 30, 2025 was $3.0 million compared to R&D of $1.9 million for the nine months ended September 30, 2024. The higher R&D for the three and nine months ended September 30, 2025 was primarily due to project costs associated with CellerateRX, compared to the prior year period.

Previous wording

Depreciation and amortization. Depreciation and amortization for the three months ended June 30, 2025 was $1.1 million compared to depreciation and amortization of $1.1 million for the three months ended June 30, 2024. Depreciation and amortization for the six months ended June 30, 2025 was $2.2 million compared to depreciation and amortization of $2.2 million for the six months ended June 30, 2024.

Current wording

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2025 was $0.6 million compared to depreciation and amortization of $0.7 million for the three months ended September 30, 2024. Depreciation and amortization for the nine months ended September 30, 2025 was $2.0 million compared to depreciation and amortization of $2.1 million for the nine months ended September 30, 2024.

Previous wording

Change in fair value of earnout liabilities. Change in fair value of earnout liabilities was zero for the three months ended June 30, 2025 compared to a benefit of $13,773 for the three months ended June 30, 2024. Change in fair value of earnout liabilities was zero for the six months ended June 30, 2025 compared to a benefit of $79,451 for the six months ended June 30, 2024. The benefit recognized in the three and six months ended June 30, 2024 was due to a decrease in the estimated fair value of earnout liabilities associated with the Precision Healing merger.

Current wording

Change in fair value of earnout liabilities. Change in fair value of earnout liabilities was zero for the three months ended September 30, 2025 and 2024. Change in fair value of earnout liabilities was zero for the nine months ended September 30, 2025 compared to a benefit of $14,451 for the nine months ended September 30, 2024.

Previous wording

Other expense. Other expense for the three months ended June 30, 2025 was $2.0 million compared to $0.6 million for the three months ended June 30, 2024. Other expense for the three months ended June 30, 2025 primarily included higher interest expense and fees related to the CRG Term Loan. Other expense for the six months ended June 30, 2025 was $3.4 million compared to $0.9 million for the six months ended June 30, 2024. Other expense for the six months ended June 30, 2025 primarily included higher interest expense and fees related to the CRG Term Loan.

Current wording

Other expense. Other expense for the three months ended September 30, 2025 was $2.1 million compared to $1.0 million for the three months ended September 30, 2024. Other expense for the nine months ended September 30, 2025 was $5.5 million compared to $1.9 million for the nine months ended September 30, 2024. The increase in other expense for the three and nine months ended September 30, 2025 was primarily due to higher interest expense and fees related to the CRG Term Loan and share of losses from equity method investments.

Previous wording

Segment Adjusted EBITDA. Segment Adjusted EBITDA is the primary profitability measure used by the CODM for purposes of assessing financial performance and resource allocation. We define Segment Adjusted EBITDA for the reportable segments as net income (loss) 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, 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 are applicable to the periods presented. Segment Adjusted EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), cash flow and other measures of financial performance reported in accordance with GAAP.

Current wording

Adjusted EBITDA. We define 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, 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 are applicable to the periods presented. Adjusted EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss) from continuing operations, cash flow and other measures of financial performance reported in accordance with GAAP.

Previous wording

We believe Segment Adjusted EBITDA is useful to investors because it facilitates comparisons of our core business operations across periods on a consistent basis. Accordingly, we adjust for certain items, such as change in fair value of earnout liabilities, when calculating Segment Adjusted EBITDA because we believe that such items are not related to our core business operations. We do not, nor do we 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. We present these non-GAAP financial measures to provide investors with information to evaluate our 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.

Current wording

We believe Adjusted EBITDA is useful to investors because it facilitates comparisons of our core business operations across periods on a consistent basis. Accordingly, we adjust for certain items, such as change in fair value of earnout liabilities, when calculating Adjusted EBITDA because we believe that such items are not related to our core business operations. We do not, nor do we 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 are 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. We present these non-GAAP financial measures to provide investors with information to evaluate our 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.

Previous wording

The following table provides a reconciliation of net income (loss) to Segment Adjusted EBITDA for our business segments for the periods indicated below:

Current wording

The following table provides a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA for the periods indicated below:

Previous wording

Cash on hand at June 30, 2025 was approximately $17.0 million, compared to $15.9 million at December 31, 2024. Historically, we have financed our operations primarily from borrowings under our credit facilities and the sale of equity securities. We expect to continue our investment in the THP strategy and project our cash investment during the second half of 2025 to be between $5.5 and $6.5 million. We do not anticipate making material cash investments in THP after year-end.

Current wording

Cash on hand at September 30, 2025 was approximately $14.9 million, compared to $15.9 million at December 31, 2024. Historically, we have financed our operations primarily from borrowings under our credit facilities and the sale of equity securities. Our total cash investment in THP was $4.0 million in the third quarter of 2025. We expect to incur costs related to winding down THP and project our cash outlay during the last quarter of 2025 to be between $1.5 and $2.5 million. We do not anticipate material cash spend related to winding down THP after year-end.

Previous wording

We expect our future needs for cash to include the funding of our additional investment in THP, potential acquisitions, certain milestone payments related to our BMI investment, further development of our products, services and technologies pipeline, clinical studies, repayment of debt as it becomes due and for general corporate purposes. We are continuing to pursue financial partners to invest in the execution of our THP strategy.

Current wording

We expect our future needs for cash to include potential acquisitions, further development of our products, services, and technologies pipeline, clinical studies, repayment of debt as it becomes due, for general corporate purposes and the funding of costs to wind down the THP segment.

Previous wording

If we seek to consummate acquisitions in the future, we expect to finance such acquisitions with cash on hand and/or the proceeds from equity or debt issuances. Based on our current plan of operations, we believe our cash on hand, when combined with expected cash flows from operations and available proceeds from the CRG Term Loan discussed herein, will be sufficient to fund organic growth and to meet our anticipated operating expenses, BMI milestone payments and capital expenditures for at least the next 12 months. As of June 30, 2025, there was $12.25 million available for future borrowing under the CRG Term Loan.

Current wording

If we seek to consummate acquisitions in the future, we expect to finance such acquisitions with cash on hand and/or the proceeds from equity or debt issuances. Based on our current plan of operations, we believe our cash on hand, when combined with expected cash flows from operations and available proceeds from the CRG Term Loan discussed herein, will be sufficient to fund organic growth and to meet our anticipated operating expenses and capital expenditures for at least the next 12 months. As of September 30, 2025, there was $12.25 million available for future borrowing under the CRG Term Loan.

Previous wording

On September 4, 2024, we borrowed an additional $15.5 million under the CRG Term Loan Agreement. We used $5.0 million of the proceeds of the Second Borrowing for the investment in CMp. Prior to the CRG Amendment, pursuant to the CRG Term Loan Agreement, we were entitled to one additional borrowing, which was required to occur on or prior to June 30, 2025 and be at least $5.0 million or a multiple of $5.0 million. On March 19, 2025, we entered into the CRG Amendment, which amended the CRG Term Loan Agreement to, among other things, (i) entitle us to two additional borrowings following the Second Borrowing, which borrowings must occur on or prior to December 31, 2025, if at all, and (ii) remove the requirement that any borrowing be in whole multiples of $5.0 million. The total available borrowing amount under the facility and the related interest rate and fees were not modified. Any additional borrowings under the CRG Term Loan will be subject to the satisfaction of certain conditions, including the Agent having received certain fees.

Current wording

On September 4, 2024, we borrowed an additional $15.5 million under the CRG Term Loan Agreement. We used $5.0 million of the proceeds of the Second Borrowing for the investment in CMp, and for general working capital and corporate purposes. Prior to the CRG Amendment, pursuant to the CRG Term Loan Agreement, we were entitled to one additional borrowing, which was required to occur on or prior to June 30, 2025 and be at least $5.0 million or a multiple of $5.0 million. On March 19, 2025, we entered into the CRG Amendment, which amended the CRG Term Loan Agreement to, among other things, (i) entitle us to two additional borrowings following the Second Borrowing, which borrowings must occur on or prior to December 31, 2025, if at all, and (ii) remove the requirement that any borrowing be in whole multiples of $5.0 million. The total available borrowing amount under the facility and the related interest rate and fees were not modified. Any additional borrowings under the CRG Term Loan will be subject to the satisfaction of certain conditions, including the Agent having received certain fees.

Previous wording

On March 31, 2025, we borrowed an additional $12.25 million under the CRG Term Loan Agreement. The First Borrowing, the Second Borrowing and the Third Borrowing each have a maturity date of March 30, 2029, unless earlier prepaid. Pursuant to the CRG Term Loan Agreement, prior to December 31, 2025 and subject to the satisfaction of certain conditions, we have the right to draw down a fourth borrowing of up to $12.25 million. We used a portion of the proceeds from the Third Borrowing for permitted acquisition opportunities, such as the CarePICS Acquisition in April 2025, and for general working capital and corporate purposes.

Current wording

On March 31, 2025, we borrowed an additional $12.25 million under the CRG Term Loan Agreement. The First Borrowing, the Second Borrowing and the Third Borrowing each have a maturity date of March 30, 2029, unless earlier prepaid. We used a portion of the proceeds from the Third Borrowing for permitted acquisition opportunities, such as the CarePICS Acquisition in April 2025, and for general working capital and corporate purposes. Pursuant to the CRG Term Loan Agreement, prior to December 31, 2025 and subject to the satisfaction of certain conditions, we have the right to draw down a fourth borrowing of up to $12.25 million.

Previous wording

Pursuant to the BMI License Agreement, we were appointed by BMI as the exclusive distributor to promote, market, offer to sell, transfer, distribute and sell the BMI Products for trauma indications inside the United States and its territories for the BMI Term, provided that we are in compliance with its obligations thereunder. From January 16, 2025 until October 13, 2025, we have an exclusive option to negotiate exclusive distribution rights for the BMI Products in additional fields and/or additional territories on substantially the same terms as those set forth in the BMI License Agreement.

Current wording

Pursuant to the BMI License Agreement, we were appointed by BMI as the exclusive distributor to promote, market, offer to sell, transfer, distribute and sell the BMI Products for trauma indications inside the United States and its territories for the BMI Term, provided that we are in compliance with its obligations thereunder. From January 16, 2025 until October 13, 2025, we had an option to negotiate exclusive distribution rights for the BMI Products in additional fields and/or additional territories on substantially the same terms as those set forth in the BMI License Agreement. On June 18, 2025, pursuant to the BMI License Agreement, we exercised our option for exclusive distribution rights of the BMI Products for sports medicine, spine, arthroplasty, and craniomaxillofacial indications within the United States and its territories. On October 1, 2025, we and BMI entered into a first amendment to the BMI License Agreement to extend the option period through May 31, 2026 to provide more time to negotiate and finalize the terms of the additional fields in the contract territory.

Previous wording

In connection with the BMI License Agreement, on January 16, 2025, we entered into the Subscription Agreement, by and among the Company, The Russell Revocable Living Trust, BMI and the existing shareholders of BMI, pursuant to which we made an initial cash investment in BMI totaling approximately €3.0 million. The initial cash investment of €3.0 million and our previously announced convertible loan to BMI of €1.0 million were converted into 8,230 ordinary shares of BMI, constituting approximately 6.67% of the outstanding equity of BMI as of January 16, 2025. Pursuant to the Subscription Agreement, we also agreed to contribute an additional €4.0 million to BMI through a series of capital contributions in exchange for 8,230 additional ordinary shares of BMI upon the achievement of certain development, clinical, and regulatory milestones expected to occur at various points during 2025 and 2026. As of June 30, 2025, BMI had achieved two of such milestones, and upon settlement, the Company paid BMI $2.4 million (€2.0 million) on July 1, 2025 in exchange for 4,116 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 9.678% as of July 1, 2025.

Current wording

In connection with the BMI License Agreement, on January 16, 2025, we entered into the Subscription Agreement, by and among us, The Russell Revocable Living Trust, BMI and the existing shareholders of BMI, pursuant to which we made an initial cash investment in BMI totaling approximately $3.1 million (€3.0 million). The initial cash investment of $3.1 million (€3.0 million) and our previously announced convertible loan to BMI of $1.1 million (€1.0 million) were converted into 8,230 ordinary shares of BMI, constituting approximately 6.67% of the outstanding equity of BMI as of January 16, 2025. Pursuant to the Subscription Agreement, we also agreed to contribute an additional €4.0 million to BMI through a series of capital contributions in exchange for 8,230 additional ordinary shares of BMI upon the achievement of certain development, clinical, and regulatory milestones expected to occur at various points during 2025 and 2026. As of June 30, 2025, BMI had achieved two of such milestones, and upon settlement, we paid BMI $2.4 million (€2.0 million) on July 1, 2025 in exchange for 4,116 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 9.678% as of July 1, 2025. In September 2025, BMI achieved the final three milestones, and upon settlement, we paid BMI $2.4 million (€2.0 million) on October 2, 2025 in exchange for 4,114 additional ordinary shares of BMI, bringing our total ownership of BMI’s outstanding equity to approximately 12.499% as of October 2, 2025.

Previous wording

On the CarePICS Closing Date, we entered into the CarePICS Purchase Agreement with the Purchaser, CarePICS, the Sellers and Paul Schubert, in his capacity as the representative of the Sellers, pursuant to which the Purchaser purchased all of the Units from the Sellers. On the CarePICS Closing Date, the parties to the CarePICS Purchase Agreement completed the CarePICS Acquisition and CarePICS became an indirect wholly owned subsidiary of the Company. Pursuant to the CarePICS Purchase Agreement, cash consideration for the CarePICS Acquisition was $2.0 million, which included transaction expenses of the Sellers. On the CarePICS Closing Date, the Company also paid $1.65 million to satisfy certain existing indebtedness of CarePICS, which was assumed by us at the closing of the acquisition.

Current wording

On the CarePICS Closing Date, we entered into the CarePICS Purchase Agreement with the Purchaser, CarePICS, the Sellers and Paul Schubert, in his capacity as the representative of the Sellers, pursuant to which the Purchaser purchased all of the Units from the Sellers. Concurrently, on the CarePICS Closing Date, the parties to the CarePICS Purchase Agreement completed the CarePICS Acquisition and CarePICS became an indirect wholly owned subsidiary of the Company. Pursuant to the CarePICS Purchase Agreement, cash consideration for the CarePICS Acquisition was $2.0 million, which included transaction expenses of the Sellers. On the CarePICS Closing Date, the Company also paid $1.65 million to satisfy certain existing indebtedness of CarePICS, which was assumed by us at the closing of the acquisition.

Previous wording

Each earnout payment, if any, is due within 90 days following the First Earnout Period and Second Earnout Period, as applicable, and is payable in cash or, at the Purchaser’s election, is payable to Sellers who qualify as “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) in a combination of 30% cash and 70% of the Purchaser’s Class A-2 Units, with the value of the Class A-2 Units to be determined by an industry recognizable third-party valuation firm. Pursuant to the CarePICS Purchase Agreement, the aggregate value of the amounts paid for the First and Second Earnout Periods will not exceed $10,000,000.

Current wording

Each earnout payment, if any, is due within 90 days following the First Earnout Period and Second Earnout Period, as applicable, and is payable in cash or, at the Purchaser’s election, is payable to Sellers who qualify as “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) in a combination of 30% cash and 70% of the Purchaser’s Class A-2 Units, with the value of the Class A-2 Units to be determined by an industry recognizable third-party valuation firm. Pursuant to the CarePICS Purchase Agreement, the aggregate value of the amounts paid for the First and Second Earnout Periods would not exceed $10,000,000.

Previous wording

In addition, for a period ending 10 years following the CarePICS Closing Date (the “Purchaser Value Earnout Period”), each Seller is entitled to receive annual earnout payments based on the census of patient volume for the previous year and be based upon a rate of $5.00 enablement value per patient per year (the “Purchaser Value Earnouts”). Each earnout payment, if any, is due 90 days following the end of each fiscal year during the Purchaser Value Earnout Period, and is payable in cash or, at the Purchaser’s election, is payable to Sellers who qualify as accredited investors in a combination of 30% cash and 70% of the Purchaser’s Class B Units, with the value of the Class B Units to be determined by an industry recognizable third-party valuation firm. Pursuant to the CarePICS Purchase Agreement, the aggregate value of the Purchaser Value Earnouts will not exceed $10,000,000.

Current wording

In addition, for a period ending 10 years following the CarePICS Closing Date (the “Purchaser Value Earnout Period”), each Seller is entitled to receive annual earnout payments based on the census of patient volume for the previous year and be based upon a rate of $5.00 enablement value per patient per year (the “Purchaser Value Earnouts”). Each earnout payment, if any, is due 90 days following the end of each fiscal year during the Purchaser Value Earnout Period, and is payable in cash or, at the Purchaser’s election, is payable to Sellers who qualify as accredited investors in a combination of 30% cash and 70% of the Purchaser’s Class B Units, with the value of the Class B Units to be determined by an industry recognizable third-party valuation firm. Pursuant to the CarePICS Purchase Agreement, the aggregate value of the Purchaser Value Earnouts would not exceed $10,000,000.

Previous wording

For the six months ended June 30, 2025, net cash provided by operating activities was $0.7 million compared to $3.0 million used in operating activities for the six months ended June 30, 2024. The increase in cash provided by operating activities during the six months ended June 30, 2025 was largely due to net revenue growth outpacing the growth of our cash operating expenses and improved timing of collection of trade receivables.

Current wording

For the nine months ended September 30, 2025, net cash provided by operating activities was $2.8 million compared to net cash used in operating activities of $1.0 million for the nine months ended September 30, 2024. The increase in cash provided by operating activities during the nine months ended September 30, 2025 was largely due to net revenue growth outpacing the growth of our cash operating expenses and improved timing of collection of trade receivables.

Previous wording

For the six months ended June 30, 2025, net cash used in investing activities was $9.1 million compared to $0.1 million used in investing activities during the six months ended June 30, 2024. Cash used in investing activities during the six months ended June 30, 2025 primarily included $2.1 million related to the CarePICS Acquisition, $3.5 million for our minority investment in BMI and $3.4 million related to the capitalization of certain costs related to the buildout of our THP technology platform.

Current wording

For the nine months ended September 30, 2025, net cash used in investing activities was $12.5 million compared to $6.5 million used in investing activities during the nine months ended September 30, 2024. Cash used in investing activities during the nine months ended September 30, 2025 primarily included $5.9 million for our minority investment in BMI, $2.1 million related to the CarePICS Acquisition and $4.4 million of certain capitalized costs related to the buildout of the now discontinued THP technology platform.

Previous wording

For the six months ended June 30, 2025, net cash provided by financing activities was $9.5 million compared to $4.1 million provided by financing activities for the six months ended June 30, 2024. The increase in cash provided by financing activities during the six months ended June 30, 2025 was due to the receipt of proceeds from the CRG Term Loan, partially offset by the payoff of the debt assumed in the CarePICS Acquisition.

Current wording

For the nine months ended September 30, 2025, net cash provided by financing activities was $8.7 million compared to $18.6 million provided by financing activities for the nine months ended September 30, 2024. The decrease in cash provided by financing activities during the nine months ended September 30, 2025 was due to higher proceeds from the CRG Term Loan in 2024, the payoff of the debt assumed in the CarePICS Acquisition and increased net settlements of equity-based awards in 2025.

Previous wording

In July 2021, we entered into an asset purchase agreement with Rochal, a related party. Concurrent with the Rochal asset purchase, we entered into a consulting agreement with Ann Beal Salamone pursuant to which Ms. Salamone agreed to provide us with consulting services with respect to, among other things, writing new patents, conducting patent intelligence and participating in certain grant and contract reporting. In consideration for the consulting services to be provided to us, Ms. Salamone is entitled to receive an annual consulting fee of $177,697, with payments to be paid once per month. The consulting agreement had an initial term of three years. Effective July 13, 2024, the consulting agreement with Ms. Salamone was amended to provide that the initial term shall be automatically renewed for successive one-year terms for up to three successive years unless earlier terminated by either party without cause at any time, provided that the terminating party provides 90 days advance written notice of termination. Ms. Salamone is a director of the Company, and is a significant shareholder and the current chair of the board of directors of Rochal.

Current wording

In July 2021, we entered into an asset purchase agreement with Rochal, a related party. Concurrent with the Rochal asset purchase, we entered into a consulting agreement with Ann Beal Salamone pursuant to which Ms. Salamone agreed to provide us with consulting services with respect to, among other things, writing new patents, conducting patent intelligence and participating in certain grant and contract reporting. In consideration of the consulting services to be provided to us, Ms. Salamone is entitled to receive an annual consulting fee of $177,697, with payments to be issued once per month. The consulting agreement had an initial term of three years. Effective July 13, 2024, the consulting agreement with Ms. Salamone was amended to provide that the initial term shall be automatically renewed for successive one-year terms for up to three successive years unless earlier terminated by either party without cause at any time, provided that the terminating party provides 90 days advance written notice of termination. Ms. Salamone is a director of the Company and is a significant shareholder and the current chair of the board of directors of Rochal.

Previous wording

Pursuant to the Catalyst Services Agreement, we agreed to reimburse Catalyst for (i) compensation actually paid by Catalyst to any of the Covered Persons at a rate no more than a rate consistent with industry practice for the performance of services similar to the Catalyst Services, as documented in reasonably sufficient detail, and (ii) all reasonable out-of-pocket costs and expenses payable to unaffiliated third parties, as documented in customary expense reports, as each of (i) and (ii) is incurred in connection with the Catalyst Services rendered under the Catalyst Services Agreement, with all reimbursements being contingent upon the prior approval of the Audit Committee of our Board of Directors. We incurred costs relating to the Catalyst Services Agreement of $10,000 and $57,000 in the three months ended June 30, 2025 and 2024, respectively, and $30,000 and $113,272 in the six months ended June 30, 2025 and 2024, respectively.

Current wording

Pursuant to the Catalyst Services Agreement, we agreed to reimburse Catalyst for (i) compensation actually paid by Catalyst to any of the Covered Persons at a rate no more than a rate consistent with industry practice for the performance of services similar to the Catalyst Services, as documented in reasonably sufficient detail, and (ii) all reasonable out-of-pocket costs and expenses payable to unaffiliated third parties, as documented in customary expense reports, as each of (i) and (ii) is incurred in connection with the Catalyst Services rendered under the Catalyst Services Agreement, with all reimbursements being contingent upon the prior approval of the Audit Committee of our Board of Directors. Pursuant to the Catalyst Services Agreement, costs incurred were zero and $49,829 for the three months ended September 30, 2025 and 2024, respectively, and $2,338 and $163,101 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

We had outstanding related party receivables totaling $9,081 at June 30, 2025 and $40,566 at December 31, 2024. We had outstanding related party payables totaling $32,355 at June 30, 2025 and $30,913 at December 31, 2024.

Current wording

We had outstanding related party receivables totaling zero at September 30, 2025 and $40,566 at December 31, 2024. We had outstanding related party payables totaling $27,339 at September 30, 2025 and $30,913 at December 31, 2024.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For more information regarding the CarePICS Acquisition, see the “Liquidity and Capital Resources” section below.