Sanara MedTech Inc.

To the Board of Directors and Shareholders of

Sanara MedTech Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying balance sheets of Sanara MedTech Inc. and subsidiaries (collectively, the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of Impairment Triggering Events for Definite-Lived Intangible Assets (Notes 2, 3 and 6).

Critical Audit Matter Description

At each reporting date, the Company performs an evaluation of whether triggering events have occurred which may indicate that the carrying amount of an asset may not be recoverable. During the year-ended December 31, 2025, management concluded that there were triggering events, primarily as a result of the discontinuance of the former Tissue Health Plus (“THP”) segment and evaluation of the Company’s intellectual property portfolio, which indicated that the carrying value of certain assets were not recoverable. As a result, management identified a number of assets which would not be utilized in support of the Company’s Surgical operations on a go-forward basis and impaired those related assets to $0 through an impairment charge totaling $28.3 million, of which $26.5 million related to the previous THP segment.

We identified the assessment of intellectual property for impairment triggering events as a critical audit matter because such analysis required the application of greater auditor judgment. Potential triggering events, such as the discontinuance of the THP segment and evaluation of which intellectual property will be pursued to develop future products, required a higher degree of auditor judgment to evaluate. These possible triggering events could have a significant effect on the Company’s assessment to determine whether further quantitative or qualitative analysis of recoverability was required.

How the Critical Audit Matter Was Addressed in the Audit

Our primary audit procedures related to the Company’s analysis included the following, among others:

/s/Weaver and Tidwell, L.L.P.

We have served as the Company’s auditor since 2021.

Austin, Texas

March 24, 2026