Form 8-K

8-K — Sanara MedTech Inc.

Accession: 0001493152-26-022291

Filed: 2026-05-11

Period: 2026-05-11

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)

EX-99.1 (ex99-1.htm)

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2026-05-11

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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): May 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

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.

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

ended March 31, 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 May 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:

May

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 First Quarter 2026 Financial Results (Unaudited)

Net

Revenue Growth of 19% and Net Profitability from Continuing Operations of $0.04 Per Fully Diluted Share for the Quarter

FORT

WORTH, TX, May 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 first quarter ended March 31, 2026.

First

Quarter 2026 Financial Summary(1)

● Net

revenue increased 19% to $27.8 million, compared to $23.4 million in the first quarter of

2025.

● Gross

profit of $25.9 million, or 93% of net revenue, compared to gross profit of $21.6 million,

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

● Operating

income of $2.6 million, compared to operating income of $0.8 million in the first quarter

of 2025.

● Net

income from continuing operations of $0.4 million, or $0.04 per diluted share, compared to

net loss from continuing operations of $0.6 million, or $0.07 per diluted share, in the first

quarter of 2025.

● Adjusted

EBITDA(2) of $4.3 million, compared to $2.7 million in the first quarter of 2025.

● Cash

of $13.6 million and $46.2 million of long-term debt at March 31, 2026, compared to $16.6

million of cash 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 financial statements for the three months

ended March 31, 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, “The first quarter of 2026 is the first full quarter in which

the Company was entirely focused on the surgical market, and the results reflected strong execution. We delivered net revenue

growth of 19% and gross margin improvement, and achieved GAAP net profitability, a reflection of the strength of our sharpened focus

and enhanced financial model. We’re particularly encouraged by these results given that the first quarter is historically our slowest

sales period of the year and was also impacted by a three-day shipping interruption in January due to a weather-related shut down.

“During

the end of 2025 and continuing into 2026, we began strengthening our sales team in an effort to support enhanced net revenue growth and

our heightened focus on the surgical setting, expanding the sales team to reach a total of 43 reps,” Mr. Yon stated. “Additionally,

we experienced meaningful growth in our surgeon users in the first quarter of 2026 as compared to the first quarter of 2025, and,

as of quarter end, our products were contracted or approved to be sold in over 4,000 hospitals and ambulatory surgery centers throughout

the United States, our products were sold in over 1,400 facilities throughout the United States, and we had agreements with more than

450 distributors.

“Looking

ahead, we believe we are well positioned with our strengthened sales team and refined, pure play focus on the surgical operating setting

to drive enhanced results. From a capital allocation perspective, this means tightening our scope and strategically investing in R&D

to grow our pipeline and introduce new products to the market. With our visibility today, we remain confident in our full-year guidance

of 13% to 17% net revenue growth,” Mr. Yon concluded.

First

Quarter of 2026 Revenue

The

following table summarizes revenue streams from product sales for the three months ended March 31, 2026 and 2025:

Three

Months Ended

March 31,

2026

2025

Soft tissue repair products

$ 24,942,945

$ 20,532,440

Bone fusion products

2,855,589

2,901,656

Total

Net Revenue

$ 27,798,534

$ 23,434,096

First

Quarter of 2026 Financial Results(1)

Net

revenue for the first quarter of 2026 was $27.8 million, compared to $23.4 million for the first quarter of 2025, an increase of $4.4

million, or 19%, year-over-year. The increase in net revenue 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 Powder and

BIASURGE® Advanced Surgical Solution, supported by increased market penetration and geographic expansion, and the Company’s

strategy to continue expanding and developing its independent distribution network in both new and existing U.S. markets.

Gross

profit for the first quarter of 2026 was $25.9 million, compared to $21.6 million for the first quarter of 2025, an increase of $4.3

million, or 20%, year-over-year. Gross margin was 93% of net revenue for the first quarter of 2026, compared to 92% of net revenue for

the first quarter of 2025. The increase in gross profit and higher gross margin realized in the first quarter of 2026 was primarily due

to the net revenue growth factors above and product mix.

Operating

expenses for the first quarter of 2026 were $23.2 million, or 83.6% of sales, compared to $20.8 million, or 88.6% of sales,

for the first quarter of 2025, an increase of $2.5 million, or 12%, year-over-year. The increase in operating expenses was primarily

due to higher selling, general, and administrative expenses (“SG&A”) offset by lower research and development expenses

(“R&D”), for the first quarter of 2026. Higher SG&A is related to increased direct sales and marketing

expenses, which accounted for approximately $1.9 million of the increase, approximately $0.5 million in increase related to compensation

expense and approximately $0.2 million in increase related to contracted services and warehousing and distribution costs. R&D

for the first quarter of 2026 decreased to $0.8 million, or 2.7% of sales, compared to R&D of $1.0 million, or 4.1% of sales, for

the first quarter of 2025. While R&D will fluctuate from quarter to quarter based on timing of projects, the Company expects R&D,

on an annual basis, to be in the range of 5% to 7% of sales.

Operating

income for the first quarter of 2026 was $2.6 million, compared to operating income of $0.8 million for the first quarter of 2025.

Other

expense for the first quarter of 2026 was $2.2 million, compared to $1.4 million for the first quarter of 2025. The increase in other

expense was primarily due to higher interest expense and fees related to the Company’s term loan with CRG Servicing LLC and the

Company’s share of losses from equity method investments.

Net

income from continuing operations for the first quarter of 2026 was $0.4 million, or $0.04 per diluted share, compared to a net loss

from continuing operations of $0.6 million, or $0.07 per diluted share, for the first quarter of 2025. Net income from discontinued operations

for the first quarter of 2026 was $0.1 million, compared to a net loss from discontinued operations of $2.9 million for the first quarter

of 2025.

Adjusted

EBITDA(2) for the first quarter of 2026 was $4.3 million, compared to $2.7 million for the first quarter of 2025, an increase

of $1.6 million, or 58%, year-over-year. Higher Adjusted EBITDA in the first quarter of 2026 was primarily due to net revenue growth

offset by increases in SG&A.

Net

cash used in operating activities in the first quarter of 2026 was $2.5 million, compared to $2.0 million of net cash used in operating

activities in the first quarter of 2025. The increase in cash used in operating activities during the first quarter 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 March 31, 2026, the Company had $13.6 million of cash and $46.2 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 financial statements for the three months ended March 31, 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.

Second

Quarter and Full Year 2026 Financial Guidance

For

the second quarter of 2026, Sanara expects net revenue to range from $28.5 million to $29.5 million, representing growth of approximately

10% to 14%, compared to net revenue of $25.8 million for the second quarter of 2025.

The

Company is reaffirming financial guidance for the full year ending December 31, 2026.

Sanara

continues to expect full year 2026 net revenue to range from $116 million to $121 million, representing growth of approximately 13% to

17%, compared to net revenue of $103.1 million for the full year 2025.

Conference

Call

The

Company will host a conference call on Tuesday, May 12, 2026 at 8:00 a.m. Eastern Time to discuss the results of the quarter ended March

31, 2026 and hold a question and answer session at the end of the call. The toll-free number to call for this teleconference is 888-506-0062

(international callers: 973-528-0011) and the access code is 931324. A telephonic replay of the conference call will be available through

Tuesday, May 26, 2026, by dialing 877-481-4010 (international callers: 919-882-2331) and entering the replay passcode: 53818.

live webcast of Sanara’s conference call is accessible by clicking here and will be made available under the “Events”

section of the Company’s Investor Relations website, https://ir.sanaramedtech.com/. An online replay will be available for

approximately one year following the conclusion of the live broadcast.

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 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, 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 and subsequent reports filed with the Securities and Exchange Commission, 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.

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

March

31, 2026

December

31, 2025

(Unaudited)

Assets

Current assets

Cash

$ 13,594,459

$ 16,578,857

Accounts

receivable, net

13,617,407

11,998,075

Inventory,

net

3,120,795

3,948,748

Prepaid

and other assets

816,788

948,620

Current

assets related to discontinued operations

48,533

67,863

Total

current assets

31,197,982

33,542,163

Long-term assets

Intangible

assets, net

17,860,273

18,640,673

Goodwill

3,601,781

Investment

in equity securities

14,164,351

14,626,858

Right

of use assets – operating leases

1,993,850

2,075,634

Property

and equipment, net

458,880

456,962

Total

long-term assets

38,079,135

39,401,908

Total

assets

$ 69,277,117

$ 72,944,071

Liabilities and shareholders’

equity

Current liabilities

Accounts

payable

$ 905,396

$ 2,338,761

Accounts

payable – related parties

15,847

Accrued

bonuses and commissions

9,082,596

11,781,435

Accrued

royalties and expenses

2,615,798

2,684,626

Earnout

liabilities – current

235,001

Operating

lease liabilities – current

367,945

353,229

Current

liabilities related to discontinued operations

713,260

1,233,478

Total

current liabilities

13,700,842

18,626,530

Long-term liabilities

Long-term debt

46,226,422

45,970,937

Operating lease liabilities

– long-term

1,770,756

1,868,703

Other

long-term liabilities

559,602

548,125

Total

long-term liabilities

48,556,780

48,387,765

Total

liabilities

62,257,622

67,014,295

Commitments and contingencies

Shareholders’ equity

Common Stock: $0.001

par value, 20,000,000 shares authorized; 9,165,148 issued and outstanding as of March 31, 2026 and 8,946,913 issued and outstanding

as of December 31, 2025

9,166

8,948

Additional

paid-in capital

81,522,244

81,232,536

Accumulated

deficit

(74,502,895 )

(75,303,042 )

Total Sanara MedTech shareholders’

equity

7,028,515

5,938,442

Equity attributable to

noncontrolling interest

(9,020 )

(8,666 )

Total

shareholders’ equity

7,019,495

5,929,776

Total

liabilities and shareholders’ equity

$ 69,277,117

$ 72,944,071

SANARA

MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS (UNAUDITED)

Three

Months Ended

March 31,

2026

2025

Net Revenue

$ 27,798,534

$ 23,434,096

Cost

of goods sold

1,923,589

1,834,967

Gross

profit

25,874,945

21,599,129

Operating expenses

Selling,

general and administrative

21,881,520

19,129,208

Research

and development

759,592

950,359

Depreciation

and amortization

587,252

694,032

Total

operating expenses

23,228,364

20,773,599

Operating

income

2,646,581

825,530

Other income (expense)

Interest

expense

(1,799,345 )

(1,317,092 )

of losses from equity method investments

(462,507 )

(143,608 )

Interest

income

12,958

3,672

Gain

on disposal of property and equipment

10,932

Total other income (expense)

(2,248,894 )

(1,446,096 )

Net

income (loss) from continuing operations

397,687

(620,566 )

Net

income (loss) from discontinued operations

60,916

(2,906,817 )

Net income (loss)

458,603

(3,527,383 )

Less:

Net loss attributable to noncontrolling interest from continuing operations

(354 )

(206 )

Net

income (loss) attributable to Sanara MedTech shareholders

$ 458,957

$ (3,527,177 )

Net income (loss) per share, basic:

Continuing operations

$ 0.04

$ (0.07 )

Discontinued operations

0.01

(0.34 )

Net income (loss) per

share of common stock, basic

$ 0.05

$ (0.41 )

Net income (loss) per share, diluted:

Continuing operations

$ 0.04

$ (0.07 )

Discontinued operations

0.01

(0.34 )

Net income (loss) per

share of common stock, diluted

$ 0.05

$ (0.41 )

Weighted average number of common shares outstanding, basic

8,706,678

8,570,104

Weighted average number of common shares outstanding, diluted

8,985,866

8,570,104

The

following is a reconciliation of the numerator and denominator of basic and diluted net income (loss) per share for the three months

ended March 31, 2026 and 2025:

Three

Months Ended

March 31,

2026

2025

Numerator:

Net income (loss) from continuing

operations

$ 397,687

$ (620,566 )

Net income (loss) from discontinued operations

60,916

(2,906,817 )

Less:

Net loss attributable to noncontrolling interests from continuing operations

(354 )

(206 )

Net income (loss)

attributable to Sanara MedTech shareholders

$ 458,957

$ (3,527,177 )

Denominator:

Weighted average shares, basic

8,706,678

8,570,104

Dilutive effect of stock options

10,218

Dilutive effect of unvested shares

268,970

Weighted average shares, diluted

8,985,866

8,570,104

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 three months ended March 31, 2025, as such shares would have had an anti-dilutive effect:

March 31,

2025

Stock options

31,013

Unvested restricted stock

290,493

SANARA

MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended

March 31,

2026

2025

Cash flows from operating

activities:

Net income (loss)

$ 458,603

$ (3,527,383 )

Adjustments to reconcile net income (loss)

to net cash used in operating activities:

Depreciation

and amortization

587,252

1,124,410

Gain

on disposal of property and equipment

(9,674 )

Credit

loss expense

75,000

179,034

Inventory

obsolescence

62,800

199,278

Share-based

compensation

1,028,335

1,304,904

Noncash

lease expense

81,784

274,055

of losses from equity method investments

462,507

143,608

Back-end

fee

181,944

176,079

Paid-in-kind

interest

411,324

Accretion

of finance liabilities

27,113

43,630

Amortization

and write-off of debt issuance costs

73,541

59,280

Changes in operating assets and liabilities:

Accounts

receivable, net

(1,709,332 )

368,284

Accounts

receivable – related parties

(2,254 )

Inventory,

net

765,153

(605,628 )

Prepaid

and other assets

166,162

32,759

Accounts

payable

(1,433,365 )

595,836

Accounts

payable – related parties

15,847

10,892

Accrued

royalties and expenses

(105,442 )

67,224

Accrued

bonuses and commissions

(3,120,078 )

(2,566,461 )

Operating

lease liabilities

(83,231 )

(278,081 )

Net

cash used in operating activities

(2,465,407 )

(1,998,884 )

Cash flows from investing

activities:

Purchases

of property and equipment

(43,772 )

(1,722,649 )

Proceeds

from disposal of property and equipment

60,000

Investment

in equity securities

(3,517,206 )

Net

cash used in investing activities

(43,772 )

(5,179,855 )

Cash flows from financing

activities:

Loan proceeds, net of debt

issuance costs of zero in 2026 and $183,750 in 2025

12,066,250

Net settlement of equity-based

awards

(397,219 )

Cash

payment of finance and earnout liabilities

(78,000 )

Net

cash provided by (used in) financing activities

(475,219 )

11,988,250

Net increase (decrease)

in cash

(2,984,398 )

4,809,511

Cash, beginning of period

16,578,857

15,878,295

Cash, end of period

$ 13,594,459

$ 20,687,806

Cash paid during the period

for:

Interest

$ 1,516,747

$ 626,779

Taxes

143

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

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 and on the related teleconference call,

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 legal and diligence expenses related to acquisitions,

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:

Three

Months Ended March 31,

2026

2025

Net income (loss) from continuing

operations

$ 397,687

$ (620,566 )

Adjustments:

Interest expense

1,799,345

1,317,092

Depreciation

and amortization(1)

587,252

694,032

Noncash share-based compensation

1,028,335

1,175,496

Share of losses from equity

method investments

462,507

143,608

Gain on disposal of property

and equipment

(10,932 )

Interest

income

(12,958 )

(3,672 )

Adjusted

EBITDA

$ 4,262,168

$ 2,695,058

(1) Depreciation

expense of $5,461 was reclassified as continuing operations in the three months ended March

31, 2025 and is therefore no longer reflected in discontinued operations.

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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