Form 8-K

8-K — Sanara MedTech Inc.

Accession: 0001493152-26-037131

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0000714256

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-11

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 11, 2026

SANARA

MEDTECH INC.

(Exact

name of registrant as specified in its charter)

Texas

001-39678

59-2219994

(State

or other jurisdiction

(Commission

(IRS

Employer

of incorporation)

File Number)

Identification

No.)

1200

Summit Avenue, Suite 414

Fort

Worth, Texas

76102

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (817) 529-2300

(Former

name or former address, if changed since last report)

Not

Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

SMTI

The

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results

of Operations and Financial Condition.

August 11, 2026, Sanara MedTech Inc. (the “Company”) issued a press release announcing its financial results for the quarter

ended June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and

is incorporated by reference herein.

The

information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth in such filing.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release issued August 11, 2026 (furnished pursuant to Item 2.02).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August

11, 2026

Sanara

MedTech Inc.

By:

/s/

Elizabeth B. Taylor

Name:

Elizabeth B. Taylor

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Sanara

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

FORT

WORTH, TX, August 11, 2026 (GLOBE NEWSWIRE) — Sanara MedTech Inc. (“Sanara,” “Sanara MedTech,” the “Company,”

“we,” “our” or “us”) (Nasdaq: SMTI), a medical technology company focused on developing and commercializing

transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market, today reported its

financial results for the second quarter ended June 30, 2026.

Second

Quarter 2026 Financial Summary(1)

● Net

revenue increased 9% to $28.1 million, compared to $25.8 million in the second quarter of

2025.

● Gross

profit of $26.2 million, or 93% of net revenue, compared to gross profit of $23.9 million,

or 92% of net revenue, in the second quarter of 2025.

● Operating

income of $1.8 million, compared to operating income of $2.5 million in the second quarter

of 2025.

● Net

loss from continuing operations of $0.4 million, or a loss of $0.05 per diluted share, compared

to net income from continuing operations of $0.5 million, or $0.05 per diluted share, in

the second quarter of 2025.

● Adjusted

EBITDA(2) of $5.0 million, compared to $4.7 million in the second quarter of 2025.

First

Six Months of 2026 Financial Summary(1)

● Net

revenue increased 14% to $55.9 million, compared to $49.2 million in the first six months

of 2025.

● Gross

profit of $52.0 million, or 93% of net revenue, compared to gross profit of $45.5 million,

or 92% of net revenue, in the first six months of 2025.

● Operating

income of $4.4 million, compared to operating income of $3.3 million in the first six months

of 2025.

● Net

loss from continuing operations of $13,457, or zero per diluted share, compared to net loss

from continuing operations of $0.1 million, or a loss of $0.01 per diluted share, in the

first six months of 2025.

● Adjusted

EBITDA(2) of $9.3 million, compared to $7.4 million in the first six months of

2025.

● Cash

and cash equivalents of $15.4 million and $46.5 million of long-term debt at June

30, 2026, compared to $16.6 million of cash and cash equivalents and $46.0 million

of long-term debt at December 31, 2025.

(1)

As a result of the Company’s strategic realignment, the operations of Tissue Health Plus (“THP”), which were previously

reported as the THP segment, have been classified as discontinued operations in Sanara’s consolidated financial statements

for the three and six months ended June 30, 2026 and 2025.

(2)

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

information.

Management

Comments

Seth

Yon, President and Chief Executive Officer of Sanara, commented, We continued to drive solid revenue growth in the second quarter

of 2026 with net revenue of $28.1 million, representing a 9% increase over the second quarter of 2025, as well as gross margin of 93%

supporting Adjusted EBITDA of $5.0 million.

Subsequent

to the close of the quarter, we announced our entry into a transformational agreement in which Sanara is expected to be acquired by MIMEDX,

a leading provider of products for applications in wound care, burn and surgical sectors of healthcare,” Mr. Yon continued. “The

transaction is expected to combine Sanara’s pure play surgical focus and innovative technologies across collagen particulate, wound

irrigation and bone fixation with MIMEDX’s high-growth, best-in-class surgical portfolio, creating a leading regenerative medicine

company across numerous surgical subspecialties. The completion of this combination, which remains subject to customary closing conditions,

would allow us to deepen our existing distributor relationships and expand our operating presence by bringing together two highly focused

organizations with deep benches of talent and strong momentum in the surgical space.

“We

remain focused on continuing to meet the needs of our customers and expanding penetration of our portfolio of surgical products, which

include our leading product CellerateRX Surgical, BIASURGE and OsStic, a licensed synthetic injectable structural bio-adhesive bone void

filler which remains on track to be introduced to the market in the first quarter of 2027,” Mr. Yon concluded.

Second

Quarter and Year-to-Date 2026 Revenue

The

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

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Soft tissue repair products

$ 25,242,592

$ 22,661,457

$ 50,185,537

$ 43,193,897

Bone fusion products

2,894,165

3,142,795

5,749,754

6,044,451

Total Net Revenue

$ 28,136,757

$ 25,804,252

$ 55,935,291

$ 49,238,348

Second

Quarter of 2026 Financial Results(1)

Net

revenue for the second quarter of 2026 was $28.1 million, compared to $25.8 million for the second quarter of 2025, an increase of $2.3

million, or 9%, year-over-year. Higher net revenue for the second quarter of 2026 was driven by an increase of $2.5 million, or 11%,

in sales of soft tissue repair products, including CellerateRX® Surgical Powder (“CellerateRX Surgical”),

BIASURGE® Advanced Surgical Solution (“BIASURGE”) and FORTIFY TRG® Tissue Repair Graft (“FORTIFY

TRG”), offset by a slight decrease of $0.2 million, or 8%, in sales of bone fusion products.

Gross

profit for the second quarter of 2026 was $26.2 million, compared to $23.9 million for the second quarter of 2025, an increase of $2.3

million, or 10%, year-over-year. Gross margin was 93% of net revenue for the second quarter of 2026, compared to 92% of net revenue for

the second quarter of 2025. Higher gross profit and margin for the second quarter of 2026 was primarily due to the net revenue growth

factors above and product mix.

Operating

expenses for the second quarter of 2026 were $24.4 million, or 86.8% of net revenue, compared to $21.4 million, or 82.9%

of net revenue, for the second quarter of 2025, an increase of $3.0 million, or 14%, year-over-year. The increase in operating

expenses was primarily due to higher selling, general, and administrative (“SG&A”) as well as slightly increased research

and development (“R&D”). Higher SG&A in the second quarter of 2026 was primarily due to increased direct sales and

marketing expenses, which accounted for approximately $1.2 million of the increase, approximately $0.6 million related to compensation

expense and approximately $1.1 million related to legal and advisory services associated with corporate strategic initiatives. R&D

for the second quarter of 2026 increased to $1.2 million, or 4% of net revenue, compared to $1.1 million, or 4% of net revenue,

for the second quarter of 2025.

Operating

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

Other

expense for the second quarter of 2026 was $2.2 million, compared to $2.0 million for the second quarter of 2025. The increase in other

expense for the second quarter of 2026 was primarily due to higher interest expense related to our term loan with CRG Servicing LLC (the

“CRG Term Loan”) and our share of losses from equity method investments. In the second quarter of 2025, interest on the CRG

Term Loan was paid-in-kind and capitalized to the loan balance, whereas all interest was paid in cash in the second quarter of 2026.

Net

loss from continuing operations for the second quarter of 2026 was $0.4 million, or a loss of $0.05 per diluted share, compared to net

income from continuing operations of $0.5 million, or $0.05 per diluted share, for the second quarter of 2025. Net loss from continuing

operations for the second quarter of 2026 was primarily due to higher SG&A, interest expense related to the CRG Term Loan and share

of losses from equity method investments, partially offset by net revenue growth. Net loss from discontinued operations for the second

quarter of 2026 was $41,720, compared to a net loss from discontinued operations of $2.5 million for the second quarter of 2025.

Adjusted

EBITDA(2) for the second quarter of 2026 was $5.0 million, compared to $4.7 million for the second quarter of 2025, an increase

of $0.3 million. Higher Adjusted EBITDA in the second quarter of 2026 was primarily due to net revenue growth offset by increases in

SG&A.

First

Six Months of 2026 Financial Results(1)

Net

revenue for the first six months of 2026 was $55.9 million, compared to $49.2 million for the first six months of 2025, an increase of

$6.7 million, or 14%, year-over-year. Higher net revenue for the first six months of 2026 was driven by an increase of $7.0 million,

or 16%, in sales of soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG, offset by a slight decrease

of $0.3 million, or 5%, in sales of bone fusion products.

Gross

profit for the first six months of 2026 was $52.0 million, compared to $45.5 million for the first six months of 2025, an increase of

$6.5 million, or 14%, year-over-year. Gross margin was 93% of net revenue for the first six months of 2026, compared to 92% of net revenue

for the first six months of 2025. Higher gross profit and margin for the first six months of 2026 was primarily due to the net revenue

growth factors above and product mix.

Operating

expenses for the first six months of 2026 were $47.6 million, or 85.2% of net revenue, compared to $42.2 million, or 85.8%

of net revenue, for the first six months of 2025, an increase of $5.4 million, or 13%, year-over-year. The increase in operating

expenses was primarily due to higher SG&A offset by lower R&D, for the first six months of 2026. Higher SG&A in the first

six months of 2026 was primarily due to increased direct sales and marketing expenses, which accounted for approximately $3.1 million

of the increase, approximately $1.1 million related to compensation expense, approximately $1.1 million related to legal and advisory

services associated with corporate strategic initiatives and approximately $0.2 million related to contracted services. R&D for the

first six months of 2026 decreased to $1.9 million, or 3% of net revenue, compared to R&D of $2.0 million, or 4% of net

revenue, for the first six months of 2025. Lower R&D in the first six months of 2026 was primarily due to the timing of product

enhancement initiatives associated with the Company’s soft tissue repair products when compared to the first six months of 2025.

Operating

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

Other

expense for the first six months of 2026 was $4.4 million, compared to $3.4 million for the first six months of 2025. The increase in

other expense for the first six months of 2026 was primarily due to higher interest expense related to the CRG Term Loan and share of

losses from equity method investments. In the first six months of 2025, interest on the CRG Term Loan was paid-in-kind and capitalized

to the loan balance, whereas all interest was paid in cash in the first six months of 2026.

Net

loss from continuing operations for the first six months of 2026 was $13,457, or zero per diluted share, compared to a net loss from

continuing operations of $0.1 million, or a loss of $0.01 per diluted share, for the first six months of 2025. Net loss from continuing

operations for the first six months of 2026 was primarily due to higher SG&A, interest expense related to the CRG Term Loan and share

of losses from equity method investments, partially offset by net revenue growth. Net income from discontinued operations for the first

six months of 2026 was $19,196, compared to a net loss from discontinued operations of $5.4 million for the first six months of 2025.

Adjusted

EBITDA(2) for the first six months of 2026 was $9.3 million, compared to $7.4 million for the first six months of 2025, an

increase of $1.9 million. The increase in Adjusted EBITDA in the first six months of 2026 was primarily due to net revenue growth offset

by increases in SG&A.

Net

cash used in operating activities in the first six months of 2026 was $0.4 million, compared to $0.7 million of net cash provided by

operating activities in the first six months of 2025. The increase in net cash used in operating activities during the first six months

of 2026 was primarily due to the timing of commissions payments, higher cash interest expense resulting from a larger outstanding debt

balance compared to the prior-year period and the absence of paid-in-kind interest.

of June 30, 2026, the Company had $15.4 million of cash and cash equivalents and $46.5 million of long-term debt, compared to

$16.6 million and $46.0 million, respectively, as of December 31, 2025.

(1)

As a result of the Company’s strategic realignment, the operations of THP, which were previously reported as the THP segment, have

been classified as discontinued operations in Sanara’s consolidated financial statements for the three and six months ended

June 30, 2026 and 2025.

(2)

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

information.

About

Sanara MedTech Inc.

Sanara

MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical

outcomes and reduce healthcare expenditures in the surgical market. The Company develops, markets and distributes surgical products for

use by physicians and clinicians in hospitals. Each of the Company’s products and technologies are designed to achieve the goal

of providing better clinical outcomes at a lower overall cost for healthcare systems. Sanara’s products are primarily sold in the

North American surgical tissue repair market. Sanara markets and distributes CellerateRX® Surgical Activated Collagen

Powder, BIASURGE® Advanced Surgical Solution, FORTIFY TRG® Tissue Repair Graft and FORTIFY FLOWABLE®

Extracellular Matrix, as well as a portfolio of advanced biologic products including: ACTIGEN® Verified Inductive Bone

Matrix, ALLOCYTE® Plus Advanced Viable Bone Matrix, BiFORM® Bioactive Moldable Matrix and TEXAGEN®

Amniotic Membrane Allograft to the surgical market. The Company believes it can drive its pipeline from concept to preclinical and clinical

development while meeting quality and regulatory requirements. The Company strives to be one of the most innovative and comprehensive

providers of effective surgical solutions and is continually seeking to expand its offerings for patients requiring treatments in the

United States. For more information, please visit SanaraMedTech.com.

Information

about Forward-Looking Statements

The

statements in this press release that do not constitute historical facts are “forward-looking statements,” within the meaning

of and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements may be identified

by terms such as “aims,” “anticipates,” “believes,” contemplates,” “continue,”

“could,” “estimates,” “expects,” “forecast,” “guidance,” “intends,”

“may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,”

“projects,” “seeks,” “should,” “targets,” “will” or “would,”

or the negatives of these terms, variations of these terms or other similar expressions. These forward-looking statements include, among

others, statements regarding the Company’s expected net revenue, the Company’s ability to achieve enhanced results by focusing

on the surgical market, the Company’s business strategy and mission, the development of new products, the timing of commercialization

of the Company’s products, and the regulatory approval process. These items involve risks, contingencies and uncertainties such

as uncertainties as to the timing of the proposed transaction with MIMEDX (defined below); the timing, receipt and terms and conditions

of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause

the parties to abandon the proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction

(including the failure to obtain necessary regulatory approvals or the approval of the Company’s shareholders) in the anticipated

timeframe or at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price

of the Company’s stock; disruption from the proposed transaction making it more difficult to maintain business and operational

relationships, including retaining and hiring key personnel; the occurrence of any event, change or other circumstances that could give

rise to the termination of the merger agreement, including in certain circumstances requiring the Company to pay a termination fee; risks

related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction;

significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; uncertainties associated

with the development and process for obtaining regulatory approval for new products; the extent of product demand; market and customer

acceptance; the effect of economic conditions, competition and pricing; uncertainties associated with the development and process for

obtaining regulatory approval for new products; the ability to consummate and integrate acquisitions, and other risks, contingencies

and uncertainties detailed in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and subsequent

reports filed with the Securities and Exchange Commission (the “SEC”), which could cause the Company’s actual operating

results, performance or business plans or prospects to differ materially from those expressed in or implied by these statements.

All

forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to revise any of

these statements to reflect future circumstances or the occurrence of unanticipated events, except as required by applicable securities

laws.

Important

Information and Where to Find It

connection with the proposed transaction, MiMedx Group, Inc. (“MIMEDX”) intends to file with the SEC a registration statement

on Form S-4 that will include a proxy statement of Sanara and that also constitutes a prospectus of MIMEDX. Each of MIMEDX and Sanara

may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the

proxy statement/prospectus or registration statement or any other document that MIMEDX or Sanara may file with the SEC. The definitive

proxy statement/prospectus (if and when available) will be mailed to shareholders of Sanara. INVESTORS AND SECURITY HOLDERS ARE URGED

TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL

AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN

OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies

of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information

about MIMEDX, Sanara and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC

at https://www.sec.gov. Copies of the documents filed with the SEC by MIMEDX will be available free of charge on MIMEDX’s

website at https://investors.mimedx.com/. Copies will also be available at no charge at the Investor Relations section of Sanara’s

website at https://ir.sanaramedtech.com/.

Participants

in the Solicitation

Sanara,

MIMEDX and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies

in respect of the proposed transaction. Information about the directors and executive officers of Sanara, including a description of

their direct or indirect interests, by security holdings or otherwise, is set forth in Sanara’s proxy statement for its 2026 Annual

Meeting of Shareholders, which was filed with the SEC on April 17, 2026. Information about the directors and executive officers of MIMEDX,

including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in MIMEDX’s proxy

statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2026. Other information regarding the

participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,

will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction

when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before

making any voting or investment decisions. You may obtain free copies of these documents from Sanara and MIMEDX using the sources indicated

above.

Offer or Solicitation

This

communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation

of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of

securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of such jurisdiction.

Investor

Relations Contact:

Walter

Frank or John Nesbett

IMS

Investor Relations

IR@sanaramedtech.com

(203)

972-9200

SANARA

MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

June 30,

December 31,

2026

2025

(Unaudited)

Assets

Current assets

Cash and cash equivalents

$ 15,421,170

$ 16,578,857

Accounts receivable, net

12,572,651

11,998,075

Inventory, net

3,459,921

3,948,748

Prepaid and other assets

741,733

948,620

Current assets related to discontinued operations

5,203

67,863

Total current assets

32,200,678

33,542,163

Long-term assets

Intangible assets, net

17,277,013

18,640,673

Goodwill

3,601,781

Investment in equity securities

13,730,703

14,626,858

Right of use assets – operating leases

1,909,278

2,075,634

Property and equipment, net

426,934

456,962

Total long-term assets

36,945,709

39,401,908

Total assets

$ 69,146,387

$ 72,944,071

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

$ 1,401,443

$ 2,338,761

Accrued bonuses and commissions

6,801,395

11,781,435

Accrued royalties and expenses

3,562,415

2,684,626

Earnout liabilities – current

235,001

Operating lease liabilities – current

383,153

353,229

Current liabilities related to discontinued operations

345,585

1,233,478

Total current liabilities

12,493,991

18,626,530

Long-term liabilities

Long-term debt

46,477,087

45,970,937

Operating lease liabilities – long-term

1,669,529

1,868,703

Other long-term liabilities

571,320

548,125

Total long-term liabilities

48,717,936

48,387,765

Total liabilities

61,211,927

67,014,295

Commitments and contingencies

Shareholders’ equity

Common Stock: $0.001 par value, 20,000,000 shares authorized; 9,193,394 issued and outstanding as of June 30, 2026 and 8,946,913 issued and outstanding as of December 31, 2025

9,194

8,948

Additional paid-in capital

82,826,049

81,232,536

Accumulated deficit

(74,891,763 )

(75,303,042 )

Total Sanara MedTech shareholders’ equity

7,943,480

5,938,442

Equity attributable to noncontrolling interest

(9,020 )

(8,666 )

Total shareholders’ equity

7,934,460

5,929,776

Total liabilities and shareholders’ equity

$ 69,146,387

$ 72,944,071

SANARA

MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended

June 30,

Six

Months Ended

June 30,

2026

2025

2026

2025

Net Revenue

$ 28,136,757

$ 25,804,252

$ 55,935,291

$ 49,238,348

Cost of goods sold

1,981,347

1,937,282

3,904,936

3,772,249

Gross profit

26,155,410

23,866,970

52,030,355

45,466,099

Operating expenses

Selling, general and administrative

22,601,690

19,634,319

44,483,210

38,763,527

Research and development

1,154,232

1,056,796

1,913,824

2,007,155

Depreciation and amortization

619,111

688,546

1,206,363

1,382,578

Total operating expenses

24,375,033

21,379,661

47,603,397

42,153,260

Operating income

1,780,377

2,487,309

4,426,958

3,312,839

Other income (expense)

Interest expense

(1,810,311 )

(1,791,568 )

(3,609,656 )

(3,108,660 )

Share of losses from equity method investments

(433,648 )

(195,482 )

(896,155 )

(339,090 )

Interest income

53,814

66,772

3,672

Gain (loss) on disposal of property and equipment

(1,376 )

10,932

Total other income (expense)

(2,191,521 )

(1,987,050 )

(4,440,415 )

(3,433,146 )

Net income (loss) from continuing operations

(411,144 )

500,259

(13,457 )

(120,307 )

Net income (loss) from discontinued operations

(41,720 )

(2,518,657 )

19,196

(5,425,474 )

Net income (loss)

(452,864 )

(2,018,398 )

5,739

(5,545,781 )

Less: Net loss attributable to noncontrolling interest from continuing operations

(4,036 )

(354 )

(4,242 )

Net income (loss) attributable to Sanara MedTech shareholders

$ (452,864 )

$ (2,014,362 )

$ 6,093

$ (5,541,539 )

Net income (loss) per share, basic:

Continuing operations

$ (0.05 )

$ 0.06

$ -

$ (0.01 )

Discontinued operations

(0.29 )

(0.63 )

Net income (loss) per share of common stock, basic

$ (0.05 )

$ (0.23 )

$ -

$ (0.64 )

Net income (loss) per share, diluted:

Continuing operations

$ (0.05 )

$ 0.05

$ -

$ (0.01 )

Discontinued operations

(0.28 )

(0.63 )

Net income (loss) per share of common stock, diluted

$ (0.05 )

$ (0.23 )

$ -

$ (0.64 )

Weighted average number of common shares outstanding, basic

8,662,671

8,612,986

8,732,849

8,591,663

Weighted average number of common shares outstanding, diluted

8,662,671

8,927,060

8,732,849

8,591,663

The

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

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Numerator:

Net income (loss) from continuing operations

$ (411,144 )

$ 500,259

$ (13,457 )

$ (120,307 )

Net income (loss) from discontinued operations

(41,720 )

(2,518,657 )

19,196

(5,425,474 )

Less: Net loss attributable to noncontrolling interests from continuing operations

(4,036 )

(354 )

(4,242 )

Net income (loss) attributable to Sanara MedTech shareholders

$ (452,864 )

$ (2,014,362 )

$ 6,093

$ (5,541,539 )

Denominator:

Weighted average shares, basic

8,662,671

8,612,986

8,732,849

8,591,663

Dilutive effect of stock options

31,013

Dilutive effect of unvested shares

283,061

Weighted average shares, diluted

8,662,671

8,927,060

8,732,849

8,591,663

The

following table summarizes the shares of common stock that were potentially issuable but were excluded from the computation of diluted

net loss per share of common stock for the periods presented, as such shares would have had an anti-dilutive effect:

June 30,

2026

2025

Stock options

10,218

31,013

Unvested restricted stock

411,210

260,377

SANARA

MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

$ 5,739

$ (5,545,781 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

1,206,363

2,238,641

(Gain) loss on disposal of property and equipment

1,376

(9,674 )

Credit loss expense

141,000

294,034

Inventory obsolescence

130,822

371,957

Share-based compensation

2,524,645

2,740,343

Noncash lease expense

166,356

359,758

Share of losses from equity method investments

896,155

339,090

Back-end fee

359,067

377,490

Paid-in-kind interest

995,244

Accretion of finance liabilities

53,160

86,541

Amortization and write-off of debt issuance costs

147,083

132,821

Changes in operating assets and liabilities:

Accounts receivable, net

(700,576 )

125,086

Accounts receivable – related parties

31,485

Inventory, net

358,005

(1,130,775 )

Prepaid and other assets

254,547

(76,285 )

Accounts payable

(937,318 )

(42,464 )

Accounts payable – related parties

1,442

Accrued royalties and expenses

898,597

317,076

Accrued bonuses and commissions

(5,762,706 )

(579,389 )

Operating lease liabilities

(169,250 )

(361,513 )

Net cash provided by (used in) operating activities

(426,935 )

665,127

Cash flows from investing activities:

Purchases of property and equipment

(49,052 )

(3,484,008 )

Proceeds from disposal of property and equipment

60,000

Purchases of intangible assets

(23,452 )

Investment in equity securities

(3,538,217 )

CarePICS Acquisition

(2,122,146 )

Net cash used in investing activities

(49,052 )

(9,107,823 )

Cash flows from financing activities:

Loan proceeds, net of debt issuance costs of zero in 2026 and $228,183 in 2025

12,021,817

Pay off debt assumed in CarePICS Acquisition

(1,650,000 )

Net settlement of equity-based awards

(525,700 )

(692,672 )

Cash payment of finance and earnout liabilities

(156,000 )

Net cash provided by (used in) financing activities

(681,700 )

9,523,145

Net increase (decrease) in cash and cash equivalents

(1,157,687 )

1,080,449

Cash and cash equivalents, beginning of period

16,578,857

15,878,295

Cash and cash equivalents, end of period

$ 15,421,170

$ 16,958,744

Cash paid during the period for:

Interest

$ 3,050,346

$ 1,516,563

Taxes

48,716

52,984

Supplemental noncash investing and financing activities:

Non-monetary exchange to acquire intangible assets

$ -

$ 2,084,278

Conversion of note receivable into equity method investment

1,101,478

Earnout liability generated by CarePICS Acquisition

1,355,603

SANARA

MEDTECH INC. AND SUBSIDIARIES

NON-GAAP

FINANCIAL MEASURES (UNAUDITED)

supplement the Company’s financial information presented in accordance with generally accepted accounting principles in the United

States (“GAAP”), we present certain non-GAAP financial measures in this press release, including Adjusted EBITDA. The Company’s

management uses these non-GAAP financial measures, both internally and externally, to assess and communicate the financial performance

of the Company. The Company defines Adjusted EBITDA as net income (loss) from continuing operations excluding interest expense/income,

provision/benefit for income taxes, depreciation and amortization, non-cash share-based compensation expense, change in fair value of

earnout liabilities, asset impairment charges, share of losses from equity method investments, gains/losses on the disposal of property

and equipment, executive separation costs, and acquisition and other transaction related costs, as each is applicable to the periods

presented.

The

Company believes Adjusted EBITDA is useful to investors because it facilitates comparisons of the Company’s core business operations

across periods on a consistent basis. Accordingly, the Company adjusts certain items when calculating Adjusted EBITDA because the Company

believes that such items are not related to the Company’s core business operations.

The

Company’s non-GAAP financial measures are not in accordance with, nor an alternative for, measures conforming to GAAP and may be

different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any

comprehensive set of accounting rules or principles. The Company continues to provide all information required by GAAP, but it believes

that evaluating its ongoing operating results may not be as useful if an investor or other user is limited to reviewing only GAAP financial

measures. The Company does not, nor does it suggest that investors should, consider these non-GAAP financial measures in isolation from,

or as a substitute for, financial information prepared in accordance with GAAP. Material limitations associated with the use of such

measures include that they do not reflect all costs included in operating expenses and may not be comparable with similarly named financial

measures of other companies. Furthermore, these non-GAAP financial measures are based on subjective determinations of management regarding

the nature and classification of events and circumstances. The Company presents these non-GAAP financial measures to provide investors

with information to evaluate the Company’s operating results in a manner similar to how management evaluates business performance.

To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in understanding and analyzing

the results of the business to review both GAAP information and the related non-GAAP financial measures. Whenever the Company uses a

non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial

measure. Investors are encouraged to review and consider these reconciliations.

Reconciliation

of Net income (loss) from continuing operations to Adjusted EBITDA (Unaudited):

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net income (loss) from continuing operations

$ (411,144 )

$ 500,259

$ (13,457 )

$ (120,307 )

Adjustments:

Interest expense

1,810,311

1,791,568

3,609,656

3,108,660

Depreciation and amortization(1)

619,111

688,546

1,206,363

1,382,578

Noncash share-based compensation

1,496,310

1,278,871

2,524,645

2,454,367

Share of losses from equity method investments

433,648

195,482

896,155

339,090

(Gain) loss on disposal of property and equipment

1,376

(10,932 )

Interest income

(53,814 )

(66,772 )

(3,672 )

Executive separation costs(2)

260,275

Acquisition and other transaction related costs(3)

1,114,980

4,826

1,114,980

4,826

Adjusted EBITDA

$ 5,010,778

$ 4,719,827

$ 9,272,946

$ 7,414,885

(1) Depreciation

expense of $7,021 and $12,482 was reclassified as continuing operations in the three and

six months ended June 30, 2025 and is therefore no longer reflected in discontinued operations.

(2) Includes

$130,174 of share-based compensation related to executive separation costs for the three

and six months ended June 30, 2025.

(3) Acquisition

and other transaction related costs are comprised of legal and advisory services related

to prospective acquisitions and corporate strategic initiatives.

ANNEX

- Consolidated (reflecting our Surgical Business):

The

following tables reflect results of operations of our surgical business for the periods indicated below (Unaudited except for full fiscal

years ended December 31, 2025, 2024, and 2023):

2025

2024

2023

TOTAL

Net Revenue

$ 23,434,096

$ 25,804,252

$ 26,333,819

$ 27,545,815

$ 103,117,982

$ 18,536,638

$ 20,158,823

$ 21,671,599

$ 26,305,365

$ 86,672,425

$ 15,519,187

$ 15,753,164

$ 16,024,948

$ 17,689,813

$ 64,987,112

Cost of goods sold

1,834,967

1,937,282

1,874,214

1,874,506

7,520,969

1,890,046

2,008,686

1,991,987

2,249,182

8,139,901

2,116,694

2,187,516

1,751,349

1,788,162

7,843,721

Gross profit

21,599,129

23,866,970

24,459,605

25,671,309

95,597,013

16,646,592

18,150,137

19,679,612

24,056,183

78,532,524

13,402,493

13,565,648

14,273,599

15,901,651

57,143,391

Operating expenses

Selling, general and administrative(1)

19,129,208

19,634,319

19,877,875

20,075,597

78,716,999

15,683,039

18,349,924

17,420,347

20,220,332

71,673,642

12,467,395

13,301,230

13,460,404

15,597,823

54,826,852

Research and development

950,359

1,056,796

1,029,591

2,035,737

5,072,483

578,981

582,443

783,840

883,399

2,828,663

235,236

208,727

225,886

232,933

902,782

Depreciation and amortization(2)

694,032

688,546

610,899

668,396

2,661,873

698,502

698,407

696,888

692,032

2,785,829

372,020

396,597

590,563

687,679

2,046,859

Change in fair value of earnout liabilities

(103,781 )

89,330

(14,451 )

(191,127 )

(436,004 )

(758,783 )

87,578

(1,298,336 )

Asset impairment charges

1,841,120

Total operating expenses

20,773,599

21,379,661

21,518,365

24,620,850

88,292,475

16,856,741

19,720,104

18,901,075

21,795,763

77,273,683

12,883,524

13,470,550

13,518,070

16,606,013

56,478,157

Operating income (loss)

825,530

2,487,309

2,941,240

1,050,459

7,304,538

(210,149 )

(1,569,967 )

778,537

2,260,420

1,258,841

518,969

95,098

755,529

(704,362 )

665,234

Other income (expense)

Interest expense

(1,317,092 )

(1,791,568 )

(1,818,105 )

(1,833,035 )

(6,759,800 )

(267,336 )

(644,346 )

(927,577 )

(1,289,136 )

(3,128,395 )

(6 )

(188,294 )

(287,483 )

(475,783 )

Share of losses from equity method investments

(143,608 )

(195,482 )

(288,642 )

(324,734 )

(952,466 )

(31,448 )

(58,559 )

(90,007 )

Interest income

3,672

21,978

Gain on disposal of property and equipment

10,932

Gain on disposal of investment

251,034

Total other income (expense)

(1,446,096 )

(1,987,050 )

(2,106,747 )

(2,157,769 )

(7,697,662 )

(267,336 )

(644,346 )

(959,025 )

(1,325,717 )

(3,196,424 )

(6 )

(188,294 )

(36,449 )

(224,749 )

Net income (loss) from continuing operations

$ (620,566 )

$ 500,259

$ 834,493

$ (1,107,310 )

$ (393,124 )

$ (477,485 )

$ (2,214,313 )

$ (180,488 )

$ 934,703

$ (1,937,583 )

$ 518,963

$ 95,098

$ 567,235

$ (740,811 )

$ 440,485

(1) Selling,

general and administrative expense of $90,293 was reclassified and is now reflected as discontinued

operations in the first quarter of 2024.

(2) Depreciation

expense of $5,461 and $7,021 was reclassified as continuing operations in the first and second

quarters of 2025, respectively, and is therefore no longer reflected in discontinued operations.

ANNEX

- Consolidated (reflecting our Surgical Business) (continued):

Reconciliation

of Net income (loss) from continuing operations to Adjusted EBITDA (Unaudited):

2025

2024

2023

TOTAL

Net income (loss) from continuing operations

$ (620,566 )

$ 500,259

$ 834,493

$ (1,107,310 )

$ (393,124 )

$ (477,485 )

$ (2,214,313 )

$ (180,488 )

$ 934,703

$ (1,937,583 )

$ 518,963

$ 95,098

$ 567,235

$ (740,811 )

$ 440,485

Adjustments:

Interest expense

1,317,092

1,791,568

1,818,105

1,833,035

6,759,800

267,336

644,346

927,577

1,289,136

3,128,395

188,294

287,483

475,783

Depreciation and amortization(1)

694,032

688,546

610,899

668,396

2,661,873

698,502

698,407

696,888

692,032

2,785,829

372,020

396,597

590,563

687,679

2,046,859

Noncash share-based compensation

1,175,496

1,278,871

1,164,070

1,155,545

4,773,982

753,616

1,046,321

1,003,599

1,165,472

3,969,008

545,214

1,064,516

813,606

777,994

3,201,330

Change in fair value of earnout liabilities

(103,781 )

89,330

(14,451 )

(191,127 )

(436,004 )

(758,783 )

87,578

(1,298,336 )

Asset impairment charges

1,841,120

Share of losses from equity method investments

143,608

195,482

288,642

324,734

952,466

31,448

58,559

90,007

Gain on disposal of property and equipment

(10,932 )

Interest income

(3,672 )

(21,978 )

Executive separation costs(2)

260,275

172,048

432,323

904,781

59,685

964,466

Acquisition costs (3)

4,826

20,000

(24,826 )

225,089

24,812

(64,872 )

185,029

423,513

Adjusted EBITDA

$ 2,695,058

$ 4,719,827

$ 4,908,257

$ 4,690,694

$ 17,013,836

$ 1,138,188

$ 1,393,961

$ 2,563,521

$ 4,053,052

$ 9,148,722

$ 1,245,076

$ 1,120,207

$ 1,400,915

$ 1,523,436

$ 5,289,634

(1) Depreciation

expense of $5,461 and $7,021 was reclassified as continuing operations in the first and second

quarters of 2025, respectively, and is therefore no longer reflected in discontinued operations.

(2) Includes

share-based compensation related to executive separation costs.

(3) Acquisition

costs include legal, tax, accounting and other contract services related to prospective acquisitions.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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