Sanara MedTech Inc. Reports Third Quarter 2026 Financial Results (Unaudited)

Sanara MedTech Inc. Reports Third Quarter 2026 Financial Results (Unaudited) Sanara MedTech Inc. Reports Third Quarter 2026 Financial Results (Unaudited) GlobeNewswire November 12, 2026

FORT WORTH, TX, Nov. 12, 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 third quarter ended September 30, 2026.

Third Quarter 2026 Financial Summary(1)

 ●Net revenue increased 8% to $28.4 million, compared to $26.3 million in the third quarter of 2025.
 ●Gross profit of $26.3 million, or 93% of net revenue, compared to gross profit of $24.5 million, or 93% of net revenue, in the third quarter of 2025.
 ●Operating income of $0.7 million, compared to operating income of $2.9 million in the third quarter of 2025. Third quarter operating income included approximately $3.0 million in legal and advisory services associated with corporate strategic initiatives and the pending merger with MiMedx Group, Inc. (“MIMEDX” and the proposed transaction, the “Merger”).
 ●Net loss from continuing operations of $1.3 million, or a loss of $0.15 per diluted share, compared to net income from continuing operations of $0.8 million, or $0.09 per diluted share, in the third quarter of 2025.
 ●Adjusted EBITDA(2) of $5.6 million, compared to $4.9 million in the third quarter of 2025.


First Nine Months of 2026 Financial Summary
(1)

 ●Net revenue increased 12% to $84.4 million, compared to $75.6 million in the first nine months of 2025.
 ●Gross profit of $78.4 million, or 93% of net revenue, compared to gross profit of $69.9 million, or 93% of net revenue, in the first nine months of 2025.
 ●Operating income of $5.2 million, compared to operating income of $6.3 million in the first nine months of 2025. Operating income for the first nine months included approximately $4.1 million in legal and advisory services associated with corporate strategic initiatives and the pending Merger.
 ●Net loss from continuing operations of $1.3 million, or a loss of $0.15 per diluted share, compared to net income from continuing operations of $0.7 million, or $0.08 per diluted share, in the first nine months of 2025.
 ●Adjusted EBITDA(2) of $14.9 million, compared to $12.3 million in the first nine months of 2025.
 ●Cash and cash equivalents of $16.8 million and $46.7 million of long-term debt at September 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 balance sheets and statements of operations of Tissue Health Plus (“THP”), which were previously reported as the THP segment, have been classified as discontinued operations and excluded from continuing operations for the three and nine months ended September 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, “Our team delivered another quarter of strong execution with net revenue of $28.4 million, representing 8% growth year-over-year, gross margin of 93% and Adjusted EBITDA of $5.6 million. CellerateRX Surgical and BIASURGE continue to be strong drivers of our revenue growth.

“In July, we announced our entry into a transformational agreement in which Sanara is expected to be acquired by MIMEDX. We were pleased to receive shareholder approval for the pending combination in September, and we continue to work through the regulatory and review process. We believe this is a significant next step for Sanara’s growth and we remain excited about the opportunity this transaction represents for our customers, employees and shareholders,” Mr. Yon concluded.

Third Quarter and Year-to-Date 2026 Revenue

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

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2026  2025  2026  2025 
Soft tissue repair products $25,662,232  $23,424,126  $75,847,769  $66,618,023 
Bone fusion products  2,767,926   2,909,693   8,517,680   8,954,144 
Total Net Revenue $28,430,158  $26,333,819  $84,365,449  $75,572,167 


Third Quarter of 2026 Financial Results
(1)

Net revenue for the third quarter of 2026 was $28.4 million, compared to $26.3 million for the third quarter of 2025, an increase of $2.1 million, or 8%, year-over-year. Higher net revenue for the third quarter of 2026 was driven by an increase of $2.2 million, or 10%, in sales of soft tissue repair products, including CellerateRX® Surgical Powder (“CellerateRX Surgical”) and BIASURGE® Advanced Surgical Solution (“BIASURGE”), offset by a slight decrease of $0.1 million, or 5%, in sales of bone fusion products. The increases were supported by increased market penetration and our strategy to continue expanding and developing our independent distribution network in both new and existing U.S. markets.

Gross profit for the third quarter of 2026 was $26.3 million, compared to $24.5 million for the third quarter of 2025, an increase of $1.9 million, or 8%, year-over-year. Gross margin was 93% of net revenue for the third quarter of 2026 and 2025. Higher gross profit for the third quarter of 2026 was primarily due to the net revenue growth factors above and product mix.

Operating expenses for the third quarter of 2026 were $25.6 million, or 90% of net revenue, compared to $21.5 million, or 82% of net revenue, for the third quarter of 2025, an increase of $4.1 million, or 19%, year-over-year. The increase in operating expenses was primarily due to higher selling, general and administrative expenses (“SG&A”). Higher SG&A in the third quarter of 2026 was primarily due to approximately $3.0 million in legal and advisory services associated with corporate strategic initiatives and the pending Merger, approximately $0.8 million of increased direct sales and marketing expenses, approximately $0.4 million related to legal and accounting expense and approximately $0.2 million related to compensation expense. Research and development expenses (“R&D”) for the third quarter of 2026 decreased to $0.7 million, or 3% of net revenue, compared to $1.0 million, or 4% of net revenue, for the third quarter of 2025. Lower R&D for the third quarter 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 third quarter of 2025.

Operating income for the third quarter of 2026 was $0.7 million, compared to operating income of $2.9 million for the third quarter of 2025.

Other expense for the third quarter of 2026 was $2.0 million, compared to $2.1 million for the third quarter of 2025. The decrease in other expense for the third quarter of 2026 was primarily due to interest income and gain on disposal of investment, offset by higher share of losses from equity method investments. The net gain on disposal of investment represents our share of proceeds from the issuance of additional ordinary shares of Biomimetic Innovations Limited (“BMI”), reduced by our diluted share of BMI losses and the write-off of our investment in SI Healthcare Technologies, LLC.

Net loss from continuing operations for the third quarter of 2026 was $1.3 million, or a loss of $0.15 per diluted share, compared to net income from continuing operations of $0.8 million, or $0.09 per diluted share, for the third quarter of 2025, a decrease of $2.1 million. Net loss from continuing operations for the third quarter of 2026 was primarily due to higher SG&A, which included costs associated with the pending Merger, and higher share of losses from equity method investments, partially offset by net revenue growth. Net loss from discontinued operations for the third quarter of 2026 was $0.1 million, compared to a net loss from discontinued operations of $31.2 million for the third quarter of 2025.

Adjusted EBITDA(2) for the third quarter of 2026 was $5.6 million, compared to $4.9 million for the third quarter of 2025, an increase of $0.7 million. Higher Adjusted EBITDA in the third quarter of 2026 was primarily due to net revenue growth offset by increases in SG&A.

First Nine Months of 2026 Financial Results(1)

Net revenue for the first nine months of 2026 was $84.4 million, compared to $75.6 million for the first nine months of 2025, an increase of $8.8 million, or 12%, year-over-year. Higher net revenue for the first nine months of 2026 was driven by an increase of $9.2 million, or 14%, in sales of soft tissue repair products, including CellerateRX Surgical, BIASURGE and FORTIFY TRG® Tissue Repair Graft, offset by a slight decrease of $0.4 million, or 5%, in sales of bone fusion products. The increases were supported by increased market penetration and our strategy to continue expanding and developing our independent distribution network in both new and existing U.S. markets.

Gross profit for the first nine months of 2026 was $78.4 million, compared to $69.9 million for the first nine months of 2025, an increase of $8.4 million, or 12%, year-over-year. Gross margin was 93% of net revenue for the first nine months of 2026 and 2025. Higher gross profit for the first nine months of 2026 was primarily due to the net revenue growth factors above and product mix.

Operating expenses for the first nine months of 2026 were $73.2 million, or 87% of net revenue, compared to $63.7 million, or 84% of net revenue, for the first nine months of 2025, an increase of $9.5 million, or 15%, year-over-year. The increase in operating expenses was primarily due to higher SG&A for the first nine months of 2026. Higher SG&A in the first nine months of 2026 was primarily due to approximately $4.1 million in legal and advisory services associated with corporate strategic initiatives and the pending Merger, approximately $3.9 million of increased direct sales and marketing expenses, approximately $1.3 million related to compensation expense and approximately $0.4 million related to legal and accounting expense. R&D for the first nine months of 2026 decreased to $2.6 million, or 3% of net revenue, compared to $3.0 million, or 4% of net revenue, for the first nine months of 2025. Lower R&D in the first nine 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 nine months of 2025.

Operating income for the first nine months of 2026 was $5.2 million, compared to operating income of $6.3 million for the first nine months of 2025.  

Other expense for the first nine months of 2026 was $6.5 million, compared to $5.5 million for the first nine months of 2025. The increase in other expense for the first nine months of 2026 was primarily due to higher interest expense related to our term loan with CRG Servicing LLC (the “CRG Term Loan”) and share of losses from equity method investments, offset by higher interest income and the gain on disposal of investment.

Net loss from continuing operations for the first nine months of 2026 was $1.3 million, or a loss of $0.15 per diluted share, compared to net income from continuing operations of $0.7 million, or $0.08 per diluted share, for the first nine months of 2025, a decrease of $2.0 million. Net loss from continuing operations for the first nine months of 2026 was primarily due to higher SG&A, which included costs related to the pending Merger, higher 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 first nine months of 2026 was $0.1 million, compared to a net loss from discontinued operations of $36.7 million for the first nine months of 2025.

Adjusted EBITDA(2) for the first nine months of 2026 was $14.9 million, compared to $12.3 million for the first nine months of 2025, an increase of $2.6 million. Higher Adjusted EBITDA in the first nine months of 2026 was primarily due to net revenue growth offset by increases in SG&A.

Net cash provided by operating activities in the first nine months of 2026 was $3.5 million, compared to $2.8 million of net cash provided by operating activities in the first nine months of 2025. The increase in net cash provided by operating activities during the first nine months of 2026 was primarily due to a reduction in net loss and decreased inventory expenditures. Additionally, a timing difference in the CRG Term Loan interest payment, which was remitted on October 1, 2026 rather than September 30, 2026, resulted in the payment being recognized in the fourth quarter of 2026, favorably affecting the September 30, 2026 cash balance by approximately $1.6 million. The increase in net cash provided by operating activities was partially offset by increased bonus and commission payments.

As of September 30, 2026, the Company had $16.8 million of cash and cash equivalents and $46.7 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 balance sheets and statements of operations of THP, which were previously reported as the THP segment, have been classified as discontinued operations and excluded from continuing operations for the three and nine months ended September 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.

Update to Full Year 2026 Financial Guidance

The Company is updating its full year 2026 net revenue guidance to a range of $110 million to $115 million compared to its previously provided range of $116 million to $121 million. This updated full year guidance represents growth of approximately 7% to 12%, compared to net revenue of $103.1 million for the full year 2025.

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 is 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 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: ACTIGENTM 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 surgical 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; 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) 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; 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 Reports 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

In connection with the proposed transaction, MIMEDX filed with the SEC a registration statement on Form S-4 that includes 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. 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 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, is contained in the proxy statement/prospectus. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Sanara and MIMEDX using the sources indicated above.

No 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

  September 30,
2026
  December 31,
2025
 
   (Unaudited)     
Assets        
Current assets        
Cash and cash equivalents $16,787,737  $16,578,857 
Accounts receivable, net  13,889,078   11,998,075 
Inventory, net  3,297,619   3,948,748 
Convertible loan receivable  1,758,300   - 
Prepaid and other assets  670,314   948,620 
Current assets related to discontinued operations  1,635   67,863 
Total current assets  36,404,683   33,542,163 
         
Long-term assets        
Intangible assets, net  16,696,904   18,640,673 
Goodwill  3,601,781   3,601,781 
Investment in equity securities  13,393,089   14,626,858 
Right of use assets – operating leases  1,821,822   2,075,634 
Property and equipment, net  316,869   456,962 
Total long-term assets  35,830,465   39,401,908 
         
Total assets $72,235,148  $72,944,071 
         
Liabilities and shareholders’ equity        
Current liabilities        
Accounts payable $5,186,872  $2,338,761 
Accrued bonuses and commissions  7,864,379   11,781,435 
Accrued royalties and expenses  2,731,923   2,684,626 
Operating lease liabilities – current  398,872   353,229 
Earnout liabilities – current  -   235,001 
Current liabilities related to discontinued operations  100,000   1,233,478 
Total current liabilities  16,282,046   18,626,530 
         
Long-term liabilities        
Long-term debt  46,722,954   45,970,937 
Operating lease liabilities – long-term  1,564,604   1,868,703 
Other long-term liabilities  -   548,125 
Total long-term liabilities  48,287,558   48,387,765 
         
Total liabilities  64,569,604   67,014,295 
         
Commitments and contingencies        
         
Shareholders’ equity        
Common Stock: $0.001 par value, 20,000,000 shares authorized; 9,182,927 issued and outstanding as of September 30, 2026 and 8,946,913 issued and outstanding as of December 31, 2025  9,184   8,948 
Additional paid-in capital  83,968,702   81,232,536 
Accumulated deficit  (76,312,342)  (75,303,042)
Total Sanara MedTech shareholders’ equity  7,665,544   5,938,442 
Equity attributable to noncontrolling interest  -   (8,666)
Total shareholders’ equity  7,665,544   5,929,776 
Total liabilities and shareholders’ equity $72,235,148  $72,944,071 


SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2026  2025  2026  2025 
Net Revenue $28,430,158  $26,333,819  $84,365,449  $75,572,167 
                 
Cost of goods sold  2,104,917   1,874,214   6,009,853   5,646,463 
                 
Gross profit  26,325,241   24,459,605   78,355,596   69,925,704 
                 
Operating expenses                
Selling, general and administrative  24,252,475   19,877,875   68,735,685   58,641,402 
Research and development  723,717   1,029,591   2,637,541   3,036,746 
Depreciation and amortization  613,044   610,899   1,819,407   1,993,477 
Total operating expenses  25,589,236   21,518,365   73,192,633   63,671,625 
                 
Operating income  736,005   2,941,240   5,162,963   6,254,079 
                 
Other income (expense)                
Interest expense  (1,812,764)  (1,818,105)  (5,422,420)  (4,926,765)
Share of losses from equity method investments  (442,984)  (288,642)  (1,339,139)  (627,732)
Interest income  146,494   -   213,266   3,672 
Gain on disposal of investment  105,370   -   105,370   - 
Gain (loss) on disposal of property and equipment  (19,107)  -   (20,483)  10,932 
Total other income (expense)  (2,022,991)  (2,106,747)  (6,463,406)  (5,539,893)
                 
Net income (loss) from continuing operations  (1,286,986)  834,493   (1,300,443)  714,186 
                 
Net loss from discontinued operations (including asset impairment charge of $26,472,407 in 2025)  (124,207)  (31,246,601)  (105,011)  (36,672,075)
                 
Net loss  (1,411,193)  (30,412,108)  (1,405,454)  (35,957,889)
                 
Less: Net income (loss) attributable to noncontrolling interest from continuing operations  354   (955)  -   (5,197)
                 
Net loss attributable to Sanara MedTech shareholders $(1,411,547) $(30,411,153) $(1,405,454) $(35,952,692)
                 
Net income (loss) per share, basic:                
Continuing operations $(0.15) $0.10  $(0.15) $0.08 
Discontinued operations  (0.01)  (3.62)  (0.01)  (4.26)
Net income (loss) per share of common stock, basic $(0.16) $(3.52) $(0.16) $(4.18)
                 
Net income (loss) per share, diluted:                
Continuing operations $(0.15) $0.09  $(0.15) $0.08 
Discontinued operations  (0.01)  (3.49)  (0.01)  (4.12)
Net income (loss) per share of common stock, diluted $(0.16) $(3.40) $(0.16) $(4.04)
                 
Weighted average number of common shares outstanding, basic  8,783,139   8,646,668   8,749,797   8,610,538 
                 
Weighted average number of common shares outstanding, diluted  8,783,139   8,940,734   8,749,797   8,907,565 

  

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
September 30,
  Nine Months Ended
September 30,
 
  2026  2025  2026  2025 
Numerator:            
Net income (loss) from continuing operations $(1,286,986) $834,493  $(1,300,443) $714,186 
Net loss from discontinued operations  (124,207)  (31,246,601)  (105,011)  (36,672,075)
Less: Net income (loss) attributable to noncontrolling interests from continuing operations  354   (955)  -   (5,197)
Net loss attributable to Sanara MedTech shareholders $(1,411,547) $(30,411,153) $(1,405,454) $(35,952,692)
                 
Denominator:                
Weighted average shares, basic  8,783,139   8,646,668   8,749,797   8,610,538 
Dilutive effect of stock options  -   31,013   -   31,013 
Dilutive effect of unvested shares  -   263,053   -   266,014 
Weighted average shares, diluted  8,783,139   8,940,734   8,749,797   8,907,565 


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 period presented, as such shares would have had an anti-dilutive effect:

  September 30,
2026
 
Stock options  10,218 
Unvested restricted stock  394,883 

  
SANARA MEDTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  Nine Months Ended
September 30,
 
  2026  2025 
Cash flows from operating activities:        
Net loss $(1,405,454) $(35,957,889)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Depreciation and amortization  1,819,407   3,277,569 
Share of losses from equity method investments  1,339,139   627,732 
Gain on disposal of investment  (105,370)  - 
(Gain) loss on disposal of property and equipment  20,483   (9,674)
Credit loss expense  212,200   459,233 
Inventory obsolescence  353,839   489,572 
Paid-in-kind interest  -   1,593,416 
Back-end fee  531,393   578,901 
Amortization and write-off of debt issuance costs  220,624   206,363 
Share-based compensation  3,795,459   3,972,788 
Noncash lease expense  253,812   446,285 
Accretion of finance liabilities  69,605   120,022 
Asset impairment charges  -   26,472,407 
Changes in operating assets and liabilities:        
Accounts receivable, net  (2,087,003)  (144,959)
Accounts receivable – related parties  -   40,566 
Inventory, net  297,290   (1,122,497)
Prepaid and other assets  328,334   318,266 
Accounts payable  2,848,111   (359,968)
Accounts payable – related parties  -   (3,575)
Accrued royalties and expenses  286,483   403,767 
Accrued bonuses and commissions  (5,042,427)  1,879,615 
Operating lease liabilities  (258,456)  (446,372)
Net cash provided by operating activities  3,477,469   2,841,568 
Cash flows from investing activities:        
Convertible loan receivable  (1,758,300)  - 
Purchases of property and equipment  (49,052)  (4,543,491)
Investment in equity securities  -   (5,899,524)
CarePICS Acquisition  -   (2,122,146)
Proceeds from disposal of property and equipment  -   60,000 
Purchases of intangible assets  -   (23,452)
Net cash used in investing activities  (1,807,352)  (12,528,613)
Cash flows from financing activities:        
Cash payment of finance and earnout liabilities  (807,000)  (859,000)
Net settlement of equity-based awards  (654,237)  (764,421)
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 cash provided by (used in) financing activities  (1,461,237)  8,748,396 
Net increase (decrease) in cash and cash equivalents  208,880   (938,649)
Cash and cash equivalents, beginning of period  16,578,857   15,878,295 
Cash and cash equivalents, end of period $16,787,737  $14,939,646 
         
Cash paid during the period for:        
Interest $3,050,346  $2,428,062 
Taxes  49,695   52,984 
         
Supplemental noncash investing and financing activities:        
Non-monetary exchange to acquire intangible assets $-  $2,084,278 
Earnout liability generated by CarePICS Acquisition  -   1,355,603 
Right of use assets obtained in exchange for lease obligations  -   1,153,099 
Conversion of note receivable into equity method investment  -   1,101,478 

  

SANARA MEDTECH INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES (UNAUDITED)

To 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, gain/loss on the disposal of property and equipment, gain on disposal of investment, 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
September 30,
  Nine Months Ended
September 30,
 
  2026  2025  2026  2025 
Net income (loss) from continuing operations $(1,286,986) $834,493  $(1,300,443) $714,186 
Adjustments:                
Interest expense  1,812,764   1,818,105   5,422,420   4,926,765 
Depreciation and amortization(1)  613,044   610,899   1,819,407   1,993,477 
Noncash share-based compensation  1,270,814   1,164,070   3,795,459   3,618,437 
Share of losses from equity method investments  442,984   288,642   1,339,139   627,732 
Gain on disposal of investment  (105,370)  -   (105,370)  - 
(Gain) loss on disposal of property and equipment  19,107   -   20,483   (10,932)
Interest income  (146,494)  -   (213,266)  (3,672)
Executive separation costs(2)  -   172,048   -   432,323 
Acquisition and other transaction related costs(3)  3,003,558   20,000   4,118,538   24,826 
Adjusted EBITDA  $5,623,421  $4,908,257  $14,896,367  $12,323,142 


 (1)Depreciation expense of $12,482 was reclassified as continuing operations in the nine months ended September 30, 2025, and is therefore no longer reflected in discontinued operations.
 (2)Includes $41,948 and $172,122 of share-based compensation related to executive separation costs for the three and nine months ended September 30, 2025, respectively.
 (3)Acquisition and other transaction related costs are comprised of legal and advisory services associated with prospective acquisitions in 2025 and with corporate strategic initiatives and the pending Merger in 2026.


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 
  Q1  Q2  Q3  Q4  TOTAL  Q1  Q2  Q3  Q4  TOTAL  Q1  Q2  Q3  Q4  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   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   -   -   -   3,672   -   -   -   21,978   21,978   -   -   -   -   - 
Gain on disposal of property and equipment  10,932   -   -   -   10,932   -   -   -   -   -   -   -   -   -   - 
Gain on disposal of investment  -   -   -   -   -   -   -   -   -   -   -   -   -   251,034   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 
  Q1  Q2  Q3  Q4  TOTAL  Q1  Q2  Q3  Q4  TOTAL  Q1  Q2  Q3  Q4  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   6   -   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   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)  -   -   -   (10,932)  -   -   -   -   -   -   -   -   -   - 
Interest income  (3,672)  -   -   -   (3,672)  -   -   -   (21,978)  (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   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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