Sanara MedTech Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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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.
Jun 30, 2026 · Filed Aug 11, 2026
SMTI$31.55-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001493152-26-022479
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001493152-26-037176
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 104 previous paragraphs and 113 current paragraphs.
73 unchanged; 31 reworded; 9 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 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 (9)
Current report
Agreement and Plan of Merger
Current report
On July 29, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MiMedx Group, Inc., a Florida corporation (“Parent”), and Mustang Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Merger is expected to close by the end of the year, subject to approval by our shareholders, the receipt of required regulatory approvals and other customary closing conditions.
Current report
At the effective time of the Merger, each issued and outstanding share of our common stock (other than certain excluded shares and shares held by shareholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $33.00 per share in cash, without interest (the “Per Share Cash Consideration”), and 0.4735 shares (the “Per Share Stock Consideration,” and together with the Per Share Cash Consideration, the “Merger Consideration”) of common stock, par value $0.001, of Parent (the “Parent Common Stock”). In addition, at or immediately prior to the effective time of the Merger, our outstanding restricted stock will be cancelled and converted into the right to receive the per share Merger Consideration and our outstanding stock options will be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the value of the Per Share Stock Consideration based on the closing price of the shares of Parent Common Stock on the last trading day prior to the closing date of the Merger) less the exercise price payable in respect of such stock option, in each case, subject to the terms of the Merger Agreement.
Current report
The closing of the Merger is subject to the satisfaction of various customary closing conditions, including, among others, the adoption and approval of the Merger Agreement by our shareholders, and a registration statement on Form S-4 being declared effective by the Securities and Exchange Commission (the “SEC”) and receipt of required regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Current report
The Merger Agreement also contains customary termination provisions, including the right of either party to terminate the agreement under specified circumstances, including if the Merger is not consummated on or before July 29, 2027, subject to extension under certain conditions.
Current report
In addition, upon termination of the Merger Agreement under specified circumstances, including if we terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal (as defined in the Merger Agreement), we would be required to pay Parent a termination fee of $9,660,336. Furthermore, Parent will be required to pay us a termination fee of $22,540,785 if we terminate the Merger Agreement because of a failure of Parent to consummate the Merger when required to do so by the Merger Agreement.
Current report
A copy of the Merger Agreement is attached as Exhibit 2.1 to our Current Report on Form 8-K/A dated August 11, 2026. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
Current report
See Note 13, “Subsequent Events” in Item 1. of this Quarterly Report on Form 10-Q for further details regarding the pending Merger.
Current report
In June 2026, in connection with the Company’s shift in strategy to focus on soft tissue repair and bone fusion products for the surgical market, the Company terminated the Catalyst Services Agreement with Catalyst effective June 2, 2026. The Company did not pay a fee or penalty in connection with the termination of the Catalyst Services Agreement.
Reworded paragraphs (31)
Previous wording
BIASURGE is a 510(k) cleared sterile no-rinse, advanced surgical solution used for wound irrigation. It contains an antimicrobial preservative effective against a broad spectrum of pathogenic microorganisms in the solution. BIASURGE is indicated for use in the mechanical cleansing and removal of debris, including microorganisms, from surgical wounds. In both in vitro testing of implant materials and ex vivo testing of dermal materials, BIASURGE was proved to eliminate biofilm-producing microbes and prevent them from attaching to the implant materials.
Current wording
BIASURGE is a 510(k) cleared sterile no-rinse, advanced surgical solution used for wound irrigation. It contains an antimicrobial preservative effective against a broad spectrum of pathogenic microorganisms in the solution. BIASURGE is indicated for use in the mechanical cleansing and removal of debris, including microorganisms, from surgical wounds. In bothin vitro testing of implant materials andex vivo testing of dermal materials, BIASURGE was proved to eliminate biofilm-producing microbes and prevent them from attaching to the implant materials.
Previous wording
On December 20, 2023, we signed an exclusive license agreement with Tufts University (“Tufts”) to develop and commercialize patented technology covering 18 unique collagen peptides. As part of this agreement, we formed a new subsidiary, Sanara Collagen Peptides, LLC (“SCP”), and issued 10% of SCP’s outstanding units to Tufts. SCP has exclusive rights to develop and commercialize new products based on the licensed patents and patents pending. SCP will pay royalties to Tufts based on net sales of licensed products and technologies. Under the exclusive license agreement, royalties will be calculated at a rate of 1.5% or 3%, depending on the type of product or technology developed. SCP will pay Tufts a minimum annual royalty of $50,000 on January 1 of the year following the first anniversary of the first commercial sale of the licensed products or technologies. SCP will pay Tufts a $100,000 minimum annual royalty on January 1 of each subsequent year during the royalty term specified in the exclusive license agreement. There have been no material accounting impacts and no royalties paid related to this arrangement as of March 31, 2026.
Current wording
On December 20, 2023, we signed an exclusive license agreement with Tufts University (“Tufts”) to develop and commercialize patented technology covering 18 unique collagen peptides. As part of this agreement, we formed a new subsidiary, Sanara Collagen Peptides, LLC (“SCP”), and issued 10% of SCP’s outstanding units to Tufts. SCP had exclusive rights to develop and commercialize new products based on the licensed patents and patents pending. SCP would pay royalties to Tufts based on net sales of licensed products and technologies. Under the exclusive license agreement, royalties would be calculated at a rate of 1.5% or 3.0%, depending on the type of product or technology developed. SCP would pay Tufts a minimum annual royalty of $50,000 on January 1 of the year following the first anniversary of the first commercial sale of the licensed products or technologies. SCP would pay Tufts a $100,000 minimum annual royalty on January 1 of each subsequent year during the royalty term specified in the exclusive license agreement. There were no material accounting impacts and no royalties paid related to this arrangement as of June 30, 2026.
Previous wording
In connection with the shift in strategy, on March 12, 2026, we delivered written notice to Tufts that terminated the exclusive license agreement, effective April 20, 2026. We are in the process of dissolving SCP in order to focus on developing and commercializing our surgical product portfolio.
Current wording
In connection with the shift in strategy to focus on developing and commercializing our surgical product portfolio, on March 12, 2026, we delivered written notice to Tufts that terminated the exclusive license agreement, effective April 20, 2026. In July 2026, we dissolved SCP and eliminated the 10% equity ownership interest in SCP held by Tufts.
Previous wording
On January 7, 2026, we announced our BIASURGE product received an Innovative Technology contract from Vizient Inc. (“Vizient”), the nation’s largest provider-driven healthcare performance improvement company. The contract was awarded based on the recommendation of BIASURGE by hospital experts who serve on one of Vizient’s client-led councils, and it signifies to Vizient clients BIASURGE’s unique qualities that potentially bring improvement to the healthcare industry. The Innovative Technology contract offers Vizient’s extensive network of healthcare facility customers access to BIASURGE at contracted pricing and pre-negotiated terms, effective January 1, 2026.
Current wording
On January 7, 2026, we announced that our BIASURGE product received an Innovative Technology contract from Vizient Inc. (“Vizient”), the nation’s largest provider-driven healthcare performance improvement company. The contract was awarded based on the recommendation of BIASURGE by hospital experts who serve on one of Vizient’s client-led councils, and it signifies to Vizient clients BIASURGE’s unique qualities that potentially bring improvement to the healthcare industry. The Innovative Technology contract offers Vizient’s extensive network of healthcare facility customers access to BIASURGE at contracted pricing and pre-negotiated terms, effective January 1, 2026.
Previous wording
Cost of goods sold consists primarily of finished good purchases, raw material costs for certain components sourced directly by us, shipping and handling and all related royalties due as a result of the sale of our products. Our gross profit represents total net revenue less the cost of goods sold, and gross margin represents gross profit expressed as a percentage of total revenue.
Current wording
Cost of goods sold consists primarily of finished goods purchases, raw material costs for certain components sourced directly by us, shipping and handling and all related royalties due as a result of the sale of our products. Our gross profit represents total net revenue less the cost of goods sold, and gross margin represents gross profit expressed as a percentage of total revenue.
Previous wording
Net Revenue. For the three months ended March 31, 2026, we generated net revenue of $27.8 million compared to $23.4 million for the three months ended March 31, 2025, a 19% increase over the prior year period. Higher net revenue in the three months ended March 31, 2026 was driven by an increase of $4.4 million, or 21%, in sales of soft tissue repair products, offset by a slight decrease of $46,067, or 2%, in sales of bone fusion products. The increase in net revenue is primarily due to increased sales of soft tissue repair products, including CellerateRX Surgical and BIASURGE, supported by increased market penetration and geographic expansion, and our strategy to continue expanding and developing our independent distribution network in both new and existing U.S. markets.
Current wording
Net Revenue. For the three months ended June 30, 2026, we generated net revenue of $28.1 million compared to $25.8 million for the three months ended June 30, 2025, a 9% increase over the prior year period. For the six months ended June 30, 2026, we generated net revenue of $55.9 million compared to $49.2 million for the six months ended June 30, 2025, a 14% increase over the prior year period. Higher net revenue for the three months ended June 30, 2026 was driven by an increase of $2.6 million, or 11%, in sales of soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG, offset by a slight decrease of $0.2 million, or 8%, in sales of bone fusion products. Higher net revenue for the six months ended June 30, 2026 was driven by an increase of $7.0 million, or 16%, in sales of soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG, offset by a slight decrease of $0.3 million, or 5%, in sales of bone fusion products. These increases were supported by increased market penetration, geographic expansion and our strategy to continue expanding and developing 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 March 31, 2026 was $1.9 million compared to $1.8 million for the three months ended March 31, 2025. Higher cost of goods sold in the three months ended March 31, 2026 was related to the increase in net revenue of CellerateRX Surgical.
Current wording
***Cost of Goods Sold.***Cost of goods sold for the three months ended June 30, 2026 was $2.0 million compared to $1.9 million for the three months ended June 30, 2025. Cost of goods sold for the six months ended June 30, 2026 was $3.9 million compared to $3.8 million for the six months ended June 30, 2025. Higher cost of goods sold in the three and six months ended June 30, 2026 was related to the increase in net revenue of CellerateRX Surgical.
Previous wording
Gross Profit. We generated gross profit of $25.9 million for the three months ended March 31, 2026 compared to $21.6 million for the three months ended March 31, 2025, a 20% increase over the prior year period. Gross margin was approximately 93% and 92% for the three months ended March 31, 2026 and 2025, respectively. Higher gross profit and margin in the three months ended March 31, 2026 was primarily due to the net revenue growth factors above and product mix.
Current wording
Gross Profit. We generated gross profit of $26.2 million for the three months ended June 30, 2026 compared to $23.9 million for the three months ended June 30, 2025, a 10% increase over the prior year period. We generated gross profit of $52.0 million for the six months ended June 30, 2026 compared to $45.5 million for the six months ended June 30, 2025, a 14% increase over the prior year period. Gross margin was approximately 93% and 92% for the three and six months ended June 30, 2026 and 2025, respectively. Higher gross profit and margin for the three and six months ended June 30, 2026 was primarily due to the net revenue growth factors above and product mix.
Previous wording
Selling, general and administrative. SG&A for the three months ended March 31, 2026 was $21.9 million compared to $19.1 million for the three months ended March 31, 2025. Higher SG&A in the three months ended March 31, 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $1.9 million of the increase, approximately $0.5 million related to compensation expense and approximately $0.2 million related to contracted services and warehousing and distribution costs.
Current wording
Selling, general and administrative. SG&A for the three months ended June 30, 2026 was $22.6 million compared to $19.6 million for the three months ended June 30, 2025. SG&A for the six months ended June 30, 2026 was $44.5 million compared to $38.8 million for the six months ended June 30, 2025. Higher SG&A in the three months ended June 30, 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $1.2 million of the increase, approximately $0.6 million related to compensation expense and approximately $1.1 million related to legal and advisory services associated with corporate strategic initiatives. Higher SG&A in the six months ended June 30, 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $3.1 million of the increase, approximately $1.1 million related to compensation expense, approximately $1.1 million related to legal and advisory services associated with corporate strategic initiatives and approximately $0.2 million related to contracted services.
Previous wording
Research and development. R&D for the three months ended March 31, 2026 was $0.8 million compared to $1.0 million for the three months ended March 31, 2025. Lower R&D for the three months ended March 31, 2026 was primarily due to the timing of product enhancement initiatives associated with our soft tissue repair products when compared to the three months ended March 31, 2025.
Current wording
Research and development. R&D for the three months ended June 30, 2026 was $1.2 million compared to $1.1 million for the three months ended June 30, 2025. R&D for the six months ended June 30, 2026 was $1.9 million compared to $2.0 million for the six months ended June 30, 2025. Higher R&D for the three months ended June 30, 2026 and lower R&D for the six months ended June 30, 2026 was primarily due to the timing of product enhancement initiatives associated with our soft tissue repair products when compared to the three and six months ended June 30, 2025.
Previous wording
Depreciation and amortization. Depreciation and amortization for the three months ended March 31, 2026 was $0.6 million compared to $0.7 million for the three months ended March 31, 2025.
Current wording
Depreciation and amortization. Depreciation and amortization for the three months ended June 30, 2026 was $0.6 million compared to $0.7 million for the three months ended June 30, 2025. Depreciation and amortization for the six months ended June 30, 2026 was $1.2 million compared to $1.4 million for the six months ended June 30, 2025.
Previous wording
Other income (expense). Other expense for the three months ended March 31, 2026 was $2.2 million compared to $1.4 million for the three months ended March 31, 2025. The increase in other expense for the three months ended March 31, 2026 was primarily due to higher interest expense and fees related to the CRG Term Loan and our share of losses from equity method investments.
Current wording
Other income (expense). Other expense for the three months ended June 30, 2026 was $2.2 million compared to $2.0 million for the three months ended June 30, 2025. Other expense for the six months ended June 30, 2026 was $4.4 million compared to $3.4 million for the six months ended June 30, 2025. The increase in other expense for the three and six months ended June 30, 2026 was primarily due to higher interest expense related to the CRG Term Loan and our share of losses from equity method investments.
Previous wording
Net income (loss) from continuing operations. For the three months ended March 31, 2026, we had net income from continuing operations of $0.4 million, compared to a net loss from continuing operations of $0.6 million for the three months ended March 31, 2025. Net income from continuing operations for the three months ended March 31, 2026 was primarily due to net revenue growth and decreased R&D expense offset by higher SG&A and interest expense related to the CRG Term Loan.
Current wording
Net income (loss) from continuing operations. For the three months ended June 30, 2026, we had a net loss from continuing operations of $0.4 million compared to net income from continuing operations of $0.5 million for the three months ended June 30, 2025. For the six months ended June 30, 2026, we had a net loss from continuing operations of $13,457 compared to a net loss from continuing operations of $0.1 million for the six months ended June 30, 2025. Net loss from continuing operations for the three and six months ended June 30, 2026 was primarily due to higher SG&A, interest expense related to the CRG Term Loan and share of losses from equity method investments, partially offset by net revenue growth.
Previous wording
Net income (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 income from discontinued operations for the three months ended March 31, 2026 totaled $0.1 million compared to net loss from discontinued operations of $2.9 million for the three months ended March 31, 2025.
Current wording
Net income (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 for the three months ended June 30, 2026 was $41,720 compared to a net loss from discontinued operations of $2.5 million for the three months ended June 30, 2025. Net income from discontinued operations for the six months ended June 30, 2026 was $19,196 compared to a net loss from discontinued operations of $5.4 million for the six months ended June 30, 2025.
Previous 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, asset impairment charges, share of losses from equity method investments, gains/losses on the disposal of property and equipment, executive separation costs, and legal and diligence expenses related to acquisitions, as each is 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.
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, asset impairment charges, share of losses from equity method investments, gains/losses on the disposal of property and equipment, executive separation costs, and acquisition and other transaction related costs, as each is applicable to the periods presented. 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
For the three months ended March 31, 2026, our Adjusted EBITDA was $4.3 million compared to $2.7 million for the three months ended March 31, 2025. Higher Adjusted EBITDA in the first quarter of 2026 was primarily due to net revenue growth offset by increases in SG&A.
Current wording
For the three months ended June 30, 2026, our Adjusted EBITDA was $5.0 million compared to $4.7 million for the three months ended June 30, 2025. For the six months ended June 30, 2026, our Adjusted EBITDA was $9.3 million compared to $7.4 million for the six months ended June 30, 2025. Higher Adjusted EBITDA in 2026 was primarily due to net revenue growth offset by increases in SG&A.
Previous wording
Cash on hand at March 31, 2026 was $13.6 million, compared to $16.6 million at December 31, 2025. Historically, we have financed our operations primarily from borrowings under our credit facilities and the sale of equity securities. Based on our current plan of operations, we believe our cash on hand, when combined with expected cash flows from operations, will be sufficient to fund our growth strategy and to meet our anticipated operating expenses and capital expenditures for at least the next 12 months.
Current wording
Cash and cash equivalents at June 30, 2026 was $15.4 million, compared to $16.6 million at December 31, 2025. Historically, we have financed our operations primarily from borrowings under our credit facilities and the sale of equity securities. Based on our current plan of operations, we believe our cash and cash equivalents, when combined with expected cash flows from operations, will be sufficient to fund our growth strategy and to meet our anticipated operating expenses and capital expenditures for at least the next 12 months.
Previous wording
We expect our future needs for cash to include further development of our product portfolio, clinical studies, repayment of debt as it becomes due and for general corporate purposes.
Current wording
We expect our future needs for cash to include further development of our product portfolio, clinical studies, and repayment of debt as it becomes due and for general corporate purposes.
Previous wording
Our cash outlay associated with winding down THP in the first quarter of 2026 was $0.4 million. We do not anticipate material cash spend related to winding down THP for the remainder of 2026.
Current wording
Our cash outlay associated with winding down THP for the three and six months ended June 30, 2026 was $0.4 million and $0.8 million, respectively. We do not anticipate material cash spend related to winding down THP for the remainder of 2026.
Previous wording
On August 1, 2023, we entered into an asset purchase agreement (the “Applied Purchase Agreement”) by and among the Company, Sanara MedTech Applied Technologies, LLC (“SMAT”), The Hymed Group Corporation and Applied Nutritionals, LLC (together with The Hymed Group Corporation, the “Applied Sellers”), and Dr. George D. Petito (the “Owner”), pursuant to which SMAT acquired certain assets of the Applied Sellers and the Owner, including, among others, the Applied Sellers’ and Owner’s intellectual property, manufacturing and related equipment, inventory, rights and claims, other than certain excluded assets (the “Applied Purchased Assets”) and assumed certain Assumed Liabilities (as defined in the Applied Purchase Agreement) upon the terms and subject to the conditions set forth in the Applied Purchase Agreement. The Applied Purchased Assets were purchased for an initial aggregate purchase price of $15.25 million, consisting of (i) $9.75 million in cash (the “Cash Closing Consideration”), (ii) 73,809 shares of our common stock, with an agreed upon value of $3.0 million (the “Stock Closing Consideration”) and (iii) $2.5 million in cash, to be paid in four equal installments on each of the four anniversaries following the Closing (the “Installment Payments”). The first and second of four Installment Payments of $625,000 were made in August 2024 and August 2025, respectively.
Current wording
On August 1, 2023, we entered into an asset purchase agreement (the “Applied Purchase Agreement”) by and among the Company, Sanara MedTech Applied Technologies, LLC (“SMAT”), The Hymed Group Corporation and Applied Nutritionals, LLC (together with The Hymed Group Corporation, the “Applied Sellers”), and Dr. George D. Petito (the “Owner”), pursuant to which SMAT acquired certain assets of the Applied Sellers and the Owner, including, among others, the Applied Sellers’ and Owner’s intellectual property, manufacturing and related equipment, inventory, rights and claims, other than certain excluded assets (the “Applied Purchased Assets”) and assumed certain Assumed Liabilities (as defined in the Applied Purchase Agreement) upon the terms and subject to the conditions set forth in the Applied Purchase Agreement. The Applied Purchased Assets were purchased for an initial aggregate purchase price of $15.25 million, consisting of (i) $9.75 million in cash (the “Cash Closing Consideration”), (ii) 73,809 shares of our common stock, with an agreed upon value of $3.0 million (the “Stock Closing Consideration”) and (iii) $2.5 million in cash, to be paid in four equal installments on each of the four anniversaries following the Closing (the “Installment Payments”). The first, second and third of four Installment Payments of $625,000 were made in August 2024, 2025 and 2026, respectively.
Previous wording
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 March 30, 2029 (the “Maturity Date”), unless earlier prepaid. We used a portion of the proceeds from the Third Borrowing for permitted acquisition opportunities and for working capital and general corporate purposes. After the Third Borrowing, we did not take any additional draws under the CRG Term Loan prior to the final draw date of December 31, 2025.
Current wording
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 March 30, 2029 (the “Maturity Date”), 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 working capital and general corporate purposes. After the Third Borrowing, we did not take any additional draws under the CRG Term Loan prior to the final draw date of December 31, 2025.
Previous wording
The CRG Term Loan bears interest at a per annum rate equal to 13.25% (subject to a 4.0% increase during an event of default), of which 8.00% must be paid in cash and 5.25% may, at our election, be deferred through the 19 th quarterly Payment Date (defined below) by adding such amount to the aggregate principal loan amount, so long as no default or event of default under the CRG Term Loan Agreement has occurred and is continuing. We are required to make quarterly interest payments on the final business day of each calendar quarter following the Closing Date, commencing on the first such date to occur at least 30 days after the Closing Date (each, a “Payment Date”). Interest is payable on each Payment Date in arrears with respect to the time between each Payment Date and upon the payment or prepayment of the CRG Term Loan, ending on the Maturity Date. In addition, we are required to pay an upfront fee of 1.50% of the principal amount of the CRG Term Loan, which is payable as amounts are advanced under the CRG Term Loan on a pro rata basis. We are also required to pay a back-end fee equal to 7.00% of the aggregate principal amount advanced under the CRG Term Loan Agreement. We paid upfront fees of $225,000 on the Closing Date related to the First Borrowing, $232,500 of upfront fees on September 4, 2024 related to the Second Borrowing and $183,750 of upfront fees on March 31, 2025 related to the Third Borrowing. As of March 31, 2026, there was $46.2 million of principal outstanding under the CRG Term Loan. Although the CRG Term Loan permits certain interest to be paid-in-kind, we elected to pay all interest accrued during the three months ended March 31, 2026 in cash rather than adding such amount to the outstanding principal balance.
Current wording
The CRG Term Loan bears interest at a per annum rate equal to 13.25% (subject to a 4.00% increase during an event of default), of which 8.00% must be paid in cash and 5.25% may, at our election, be deferred through the 19 th quarterly Payment Date (defined below) by adding such amount to the aggregate principal loan amount, so long as no default or event of default under the CRG Term Loan Agreement has occurred and is continuing. We are required to make quarterly interest payments on the final business day of each calendar quarter following the Closing Date, commencing on the first such date to occur at least 30 days after the Closing Date (each, a “Payment Date”). Interest is payable on each Payment Date in arrears with respect to the time between each Payment Date and upon the payment or prepayment of the CRG Term Loan, ending on the Maturity Date. In addition, we are required to pay an upfront fee of 1.50% of the principal amount of the CRG Term Loan, which is payable as amounts are advanced under the CRG Term Loan on a pro rata basis. We are also required to pay a back-end fee equal to 7.00% of the aggregate principal amount advanced under the CRG Term Loan Agreement. We paid upfront fees of $225,000 on the Closing Date related to the First Borrowing, $232,500 of upfront fees on September 4, 2024 related to the Second Borrowing and $183,750 of upfront fees on March 31, 2025 related to the Third Borrowing. As of June 30, 2026, there was $46.5 million of principal outstanding under the CRG Term Loan. Although the CRG Term Loan permits certain interest to be paid-in-kind, we elected to pay all interest accrued during the three and six months ended June 30, 2026 in cash rather than adding such amount to the outstanding principal balance.
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 an initial five-year term, which 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.
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 an initial five-year term, which 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. On May 6, 2026, the Company and BMI entered into a second amendment to the BMI License Agreement to further extend the option period through January 31, 2027.
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”), 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 and our previously disclosed 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% for a total cash investment of $9.0 million (€8.0 million) as of October 2, 2025. In March 2026, additional ordinary shares of BMI were sold to other outside investors, thereby decreasing our ownership of BMI to approximately 12.141% as of March 31, 2026.
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”), 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 and our previously disclosed 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% for a total cash investment of $9.0 million (€8.0 million) as of October 2, 2025. Subsequent to such date, additional ordinary shares of BMI were sold to other outside investors, thereby decreasing our ownership of BMI to approximately 11.945% as of June 30, 2026.
Previous wording
For the three months ended March 31, 2026, net cash used in operating activities was $2.5 million compared to net cash used in operating activities of $2.0 million for the three months ended March 31, 2025. The increase in cash used in operating activities during the three months ended March 31, 2026 was primarily due to the timing of commissions payments, higher cash interest expense resulting from a larger outstanding debt balance compared to the prior-year period and the absence of paid-in-kind interest.
Current wording
For the six months ended June 30, 2026, net cash used in operating activities was $0.4 million compared to net cash provided by operating activities of $0.7 million for the six months ended June 30, 2025. The increase in net cash used in operating activities during the six months ended June 30, 2026 was primarily due to the timing of commissions payments, higher cash interest expense resulting from a larger outstanding debt balance compared to the prior-year period and the absence of paid-in-kind interest.
Previous wording
For the three months ended March 31, 2026, net cash used in investing activities was $43,772 compared to $5.2 million used in investing activities for the three months ended March 31, 2025. Cash used in investing activities during the three months ended March 31, 2026 primarily related to leasehold improvements and equipment.
Current wording
For the six months ended June 30, 2026, net cash used in investing activities was $49,052 compared to $9.1 million used in investing activities for the six months ended June 30, 2025. Cash used in investing activities during the six months ended June 30, 2026 related primarily to leasehold improvements and equipment.
Previous wording
For the three months ended March 31, 2026, net cash used in financing activities was $0.5 million compared to $12.0 million provided by financing activities for the three months ended March 31, 2025. Cash used in financing activities during the three months ended March 31, 2026 primarily related to net settlements of equity-based awards.
Current wording
For the six months ended June 30, 2026, net cash used in financing activities was $0.7 million compared to $9.5 million provided by financing activities for the six months ended June 30, 2025. Cash used in financing activities during the six months ended June 30, 2026 related primarily to net settlements of equity-based awards.
Previous wording
Refer to Note 3 to the consolidated financial statements, “Discontinued Operations,” for the operating cash flow information related to the discontinuation of THP.
Current wording
Refer to Note 3 to the consolidated financial statements, “Discontinued Operations,” for the operating, investing and financing cash flow information related to the discontinuation of THP.
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 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.
Current wording
In July 2021, we entered into an asset purchase agreement with Rochal Industries, LLC (“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. Pursuant to the Catalyst Services Agreement, costs incurred were $850 and $20,000 for the three months ended March 31, 2026 and 2025, 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 $653 and $10,000 for the three months ended June 30, 2026 and 2025, respectively, and $1,503 and $30,000 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
We had no outstanding related party receivables at March 31, 2026 and December 31, 2025. We had outstanding related party payables totaling $15,847 at March 31, 2026. The related party payables balance for December 31, 2025 has been reclassified and is included in accounts payable in the accompanying Consolidated Balance Sheets.
Current wording
We had no outstanding related party receivables or related party payables at June 30, 2026 and December 31, 2025. The related party payables balance for December 31, 2025 has been reclassified and is included in accounts payable in the accompanying Consolidated Balance Sheets.