Sanara MedTech(SMTI) - 2023 Q2 - Quarterly Report

Part I – Financial Information Presents unaudited consolidated financial statements and detailed notes for Sanara MedTech Inc. for the quarter and six months ended June 30, 2023 and 2022 Item 1. Financial Statements This section provides the unaudited consolidated financial statements, including balance sheets, statements of operations, changes in equity, cash flows, and comprehensive explanatory notes Consolidated Balance Sheets Presents the company's financial position, detailing assets, liabilities, and shareholders' equity as of June 30, 2023, and December 31, 2022 | Metric | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :-------------- | :------------------ | | Assets | | | | Total current assets | $18,177,937 | $20,616,509 | | Total long-term assets | $40,100,844 | $40,418,877 | | Total assets | $58,278,781 | $61,035,386 | | Liabilities | | | | Total current liabilities | $9,881,336 | $12,806,309 | | Total long-term liabilities | $7,432,947 | $6,509,102 | | Total liabilities | $17,314,283 | $19,315,411 | | Shareholders' Equity | | | | Total shareholders' equity | $40,964,498 | $41,719,975 | | Total liabilities and shareholders' equity | $58,278,781 | $61,035,386 | - Total assets decreased by approximately $2.76 million from December 31, 2022, to June 30, 2023, primarily driven by a decrease in cash and total current assets[10] - Total liabilities decreased by approximately $2.00 million, mainly due to a reduction in current liabilities, while long-term liabilities saw an increase[10] Consolidated Statements of Operations Details the company's financial performance, including net revenue, gross profit, operating loss, and net income (loss) for the three and six months ended June 30, 2023 and 2022 | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Revenue | $15,753,164 | $9,670,778 | $31,275,081 | $17,482,001 | | Gross profit | $13,565,648 | $8,712,692 | $26,961,906 | $15,718,834 | | Operating loss | $(1,866,180) | $(3,384,992) | $(3,082,503) | $(6,161,864) | | Net income (loss) attributable to Sanara MedTech shareholders | $(1,827,733) | $769,426 | $(3,005,633) | $(2,359,898) | | Basic EPS | $(0.22) | $0.10 | $(0.37) | $(0.31) | | Diluted EPS | $(0.22) | $0.09 | $(0.37) | $(0.31) | - Net revenue increased significantly by 63% for the three months and 79% for the six months ended June 30, 2023, compared to the prior year periods, driven by increased sales of soft tissue repair and bone fusion products, and the Scendia acquisition[13][184] - The company reported a net loss attributable to shareholders of $(1.83) million for the three months and $(3.01) million for the six months ended June 30, 2023, compared to net income of $0.77 million and a net loss of $(2.36) million in the respective prior year periods, with the prior year's net income influenced by a $4.1 million income tax benefit[13][193][194] Consolidated Statements of Changes in Shareholders' Equity Outlines the changes in common stock, additional paid-in capital, and accumulated deficit, leading to the total shareholders' equity for the period | Metric | December 31, 2022 | June 30, 2023 | | :--------------------------------- | :---------------- | :-------------- | | Common Stock (Shares) | 8,299,957 | 8,439,745 | | Common Stock (Amount) | $8,300 | $8,440 | | Additional Paid-In Capital | $65,213,987 | $67,881,419 | | Accumulated Deficit | $(23,394,757) | $(26,740,930) | | Total Shareholders' Equity | $41,719,975 | $40,964,498 | - Total shareholders' equity decreased from $41.72 million at December 31, 2022, to $40.96 million at June 30, 2023, primarily due to the accumulated deficit from net losses, partially offset by increases in additional paid-in capital from share-based compensation and equity offerings[14] - Share-based compensation contributed $1.72 million to additional paid-in capital for the six months ended June 30, 2023, and net proceeds from equity offering were $1.03 million[14][115][117] Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022 | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,461,162) | $(3,266,795) | | Net cash used in investing activities | $(40,000) | $(2,384,269) | | Net cash provided by (used in) financing activities | $602,395 | $(322,931) | | Net decrease in cash | $(2,898,767) | $(5,973,995) | | Cash, end of period | $6,060,228 | $12,678,846 | - Net cash used in operating activities increased slightly to $3.46 million in H1 2023 from $3.27 million in H1 2022, primarily due to increased inventory and higher payouts of accrued bonuses and commissions[17][219] - Net cash used in investing activities significantly decreased to $0.04 million in H1 2023 from $2.38 million in H1 2022, mainly due to lower cash paid for acquisitions in the current period[17][220] - Net cash provided by financing activities was $0.60 million in H1 2023, a positive shift from $0.32 million used in H1 2022, driven by net proceeds from common stock sales[17][221] Notes to Unaudited Consolidated Financial Statements Provides detailed explanations of significant accounting policies, recent acquisitions, intangible assets, investments, leases, commitments, and related party transactions NOTE 1 – Nature of Business and Background Describes Sanara MedTech Inc.'s core business as a medical technology company focused on improving clinical outcomes in surgical, chronic wound, and skincare markets - 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, chronic wound, and skincare markets[19] NOTE 2 — Summary of Significant Accounting Policies Outlines the key accounting principles and revenue recognition policies applied in preparing the interim financial statements - The financial statements are prepared in accordance with GAAP for interim financial information, and all adjustments are considered necessary for fair presentation[21] - Revenue is recognized when control of promised goods or services is transferred to the customer, typically upon receipt of a purchase order and product delivery[26][30] Revenue Stream | Revenue Stream | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Soft tissue repair products | $13,249,742 | $9,569,441 | $26,122,223 | $17,327,648 | | Bone fusion products | $2,453,172 | $51,087 | $5,052,358 | $53,853 | | Royalty revenue | $50,250 | $50,250 | $100,500 | $100,500 | | Total Net Revenue | $15,753,164 | $9,670,778 | $31,275,081 | $17,482,001 | - The company adopted ASU 2016-13 (Financial Instruments - Credit Losses) effective January 1, 2023, with no material impact on its financial statements[54] NOTE 3 – Precision Healing Merger Details the acquisition of Precision Healing in April 2022, including merger consideration and contingent earnout payments - In April 2022, Sanara MedTech acquired Precision Healing, a company developing diagnostic imagers and lateral flow assays for wound and skin conditions, making it a wholly-owned subsidiary[56][57] - The merger consideration included $125,966 in cash, 165,738 shares of common stock, and the assumption of outstanding options and warrants[58][59] - Contingent earnout payments of up to $10.0 million are payable upon achieving certain performance thresholds, classified as a liability at fair value[61][62] NOTE 4 – Scendia Purchase Agreement Describes the acquisition of Scendia Biologics in July 2022, including the purchase consideration and potential earnout liabilities - In July 2022, Sanara MedTech acquired 100% of Scendia Biologics, LLC, which provides regenerative and orthobiologic technologies and previously co-promoted products with Sanara[65][66] - The acquisition consideration included approximately $1.6 million in cash and 291,686 shares of common stock, with 94,798 shares withheld for indemnification and released in July 2023[67] - The agreement includes potential earnout payments of up to $10.0 million, contingent on Scendia product net revenue targets over two years, classified as a liability at fair value[68][69] NOTE 5 – Intangible Assets Provides a breakdown of the company's intangible assets, their cost, accumulated amortization, and net values Intangible Asset Summary | Intangible Asset Category | Cost (June 30, 2023) | Accumulated Amortization (June 30, 2023) | Net (June 30, 2023) | | :------------------------ | :------------------- | :--------------------------------------- | :------------------ | | Product Licenses | $4,793,879 | $(1,149,604) | $3,644,275 | | Patents and Other IP | $21,935,580 | $(2,105,580) | $19,830,000 | | Customer relationships and other | $7,947,332 | $(1,278,029) | $6,669,303 | | Total | $34,676,791 | $(4,533,213) | $30,143,578 | - The weighted-average amortization period for finite-lived intangible assets was 14.3 years as of June 30, 2023[72] - Amortization expense for intangible assets increased to $1.37 million for the six months ended June 30, 2023, from $0.55 million in the prior year, primarily due to assets acquired in the Precision Healing and Scendia transactions[72][189] NOTE 6 – Investments in Equity Securities Details the company's nonmarketable equity investments in privately held companies and the accounting treatment for these holdings - The company holds nonmarketable equity securities in privately held companies, including Direct Dermatology Inc. (8.1% ownership) and Pixalere Healthcare Inc. (27.3% ownership), reported at cost[74][75][78][79] - The equity method investment in Precision Healing Inc. ceased in April 2022 due to the merger, resulting in a $379,633 share of loss for the six months ended June 30, 2022, prior to acquisition[77][80] Equity Investments | Investment | Carrying Amount (June 30, 2023) | | :---------------------- | :------------------------------ | | Direct Dermatology, Inc. | $1,000,000 | | Pixalere Healthcare Inc. | $2,084,278 | | Total Investments | $3,084,278 | NOTE 7 - Operating Leases Summarizes the company's operating lease assets, liabilities, and associated lease expenses - As of June 30, 2023, the company recorded Right of Use (ROU) assets of $2.03 million and a related lease liability of $2.05 million[83] - Lease expense for the six months ended June 30, 2023, was $184,575, up from $126,815 in the prior year[83] - The weighted average remaining lease term for operating leases was 6.4 years with a weighted average discount rate of 7.51% as of June 30, 2023[85] NOTE 8 - Commitments and Contingencies Outlines the company's various license agreements, royalty obligations, and contingent earnout payment liabilities from acquisitions - The company has various license agreements, including an exclusive sublicense for CellerateRX Surgical and HYCOL products, with royalties of 3-5% of net sales, which comprised the substantial majority of sales[86][87] - Other license agreements with Rochal Industries (a related party) cover antimicrobial wound gel, skin cleanser, barrier film, skin protectant, and a debrider, with varying royalty rates and minimum annual payments[89][90][92][93][94][95][96][97] - Contingent earnout payments are associated with the Precision Healing merger (up to $10.0 million) and Scendia acquisition (up to $10.0 million), based on performance thresholds[103][105] NOTE 9 – Shareholders' Equity Provides information on common stock, share-based compensation, and the total unrecognized compensation expense - As of June 30, 2023, 8,439,745 shares of common stock were issued and outstanding[10] - The company issued 108,136 shares of restricted common stock, net of forfeitures, during the six months ended June 30, 2023, with a fair value of $4.29 million, to be recognized as compensation expense over the vesting period[116] - Total unrecognized share-based compensation expense was $4.84 million at June 30, 2023, expected to be recognized over a weighted-average period of 1.2 years[118] NOTE 10 – Income Taxes Explains the income tax benefit recognized in the prior year due to the reduction of a valuation allowance - An income tax benefit of $4.1 million was recognized in the six months ended June 30, 2022, due to the reduction of a valuation allowance against net deferred tax assets following the Precision Healing merger[122][193] NOTE 11 – Related Parties Details transactions and agreements with entities and individuals considered related parties to the company - The company has a sublicense agreement for CellerateRX Surgical and HYCOL products with CGI Cellerate RX, an affiliate of The Catalyst Group, Inc. (Catalyst), where Ronald T. Nixon, the company's Executive Chairman, is a managing partner[123] - Product license agreements for antimicrobial and skin protectant products are held with Rochal Industries, LLC, where Mr. Nixon and another director are significant shareholders[125][126][127] - A consulting agreement with Ann Beal Salamone, a director and significant shareholder of Rochal, entails an annual fee of $177,697 for patent and R&D services[129] - A Transaction Advisory Services Agreement with Catalyst resulted in $72,986 of expenses for the six months ended June 30, 2023[130][131] NOTE 12 – Subsequent Events Reports on significant events occurring after the reporting period, including the Applied Asset Purchase and a new Term Loan agreement - On August 1, 2023, the company acquired certain assets from Applied Nutritionals, LLC and The Hymed Group Corporation (Applied Asset Purchase) for an initial aggregate price of $15.25 million, including cash, stock, and installment payments[132][133] - The Applied Asset Purchase includes the rights to manufacture and sell CellerateRX Surgical and HYCOL products, with Applied assigning its license agreement to a wholly-owned subsidiary, eliminating future royalties to Applied[132][134] - A professional services agreement with Dr. George D. Petito (the Owner) was entered into, providing a base salary, royalties on future product sales, and incentive payments for FDA clearance and patent issuance, up to $2.5 million[136] - A $12.0 million Term Loan agreement with Cadence Bank was secured, with $9.75 million advanced on August 1, 2023, to fund the cash consideration for the Applied Asset Purchase[138][139] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's analysis of the company's financial performance, liquidity, capital resources, and strategic initiatives, including recent acquisitions and developments Cautionary Statement Regarding Forward-Looking Statements Warns readers about the inherent risks and uncertainties associated with forward-looking statements contained within the report - The report contains forward-looking statements subject to risks and uncertainties, including shortfalls in revenue growth, ability to implement strategy, meet capital requirements, retain key personnel, and compete effectively[146] - Other risks include market acceptance of products, security breaches, internal control effectiveness, ability to develop new products, maintain clinical acceptance, impact of competitors, disruptions in distribution/supply, inventory management, and compliance with laws and regulations[146] Overview Provides a general description of Sanara MedTech's business, strategic focus, and key acquisitions - Sanara MedTech is a medical technology company focused on improving clinical outcomes and reducing healthcare expenditures in surgical, chronic wound, and skincare markets[149] - The company acquired manufacturing and selling rights for CellerateRX Surgical and HYCOL products on August 1, 2023, which were previously licensed[150] - Key acquisitions include Rochal assets (2021), Precision Healing (2022) for diagnostic imagers, and Scendia (2022) for regenerative and orthobiologic technologies[151][152][153] - A partnership with InfuSystem Holdings, Inc. was established in November 2022 to deliver a complete wound care solution[154] Comprehensive Value-Based Care Strategy Details the company's approach to offering integrated wound and skincare solutions through its WounDerm subsidiary - The company's subsidiary, United Wound and Skin Solutions, LLC (WounDerm), aims to offer a comprehensive wound and skincare solution to value-based care providers[156] - The strategy includes four key components: proprietary diagnostics (imager and LFA from Precision Healing), virtual consult services (via Direct Dermatology Inc.), proprietary efficacious products, and a specialized EMR and mobile application[157][158][159][160] - Product development focuses on debridement, biofilm removal, hydrolyzed collagen, advanced biologics, negative pressure wound therapy, and oxygen delivery systems[159] Recent Acquisitions Summarizes the strategic acquisitions of Precision Healing, Scendia, and the Applied Asset Purchase, highlighting their contributions to the company's portfolio - Precision Healing, acquired in April 2022, is developing a diagnostic imager and lateral flow assay to quantify biochemical markers for wound and skin conditions[162] - Scendia, acquired in July 2022, provides regenerative and orthobiologic technologies, including TEXAGEN, BiFORM, AMPLIFY, and ALLOCYTE products[164] - The Applied Asset Purchase on August 1, 2023, for $15.25 million, secured rights to manufacture and sell CellerateRX Surgical and HYCOL products, along with inventory and intellectual property[168][169] Recent Developments Reports on key operational and financial events, including the dissolution of a joint venture and new financing agreements - Sanara Pulsar, LLC, a joint venture for wound care products, was dissolved in December 2022 due to limited adoption caused by the lack of an expanded reimbursement code, resulting in a $1.0 million noncash loss[171][172] - A professional services agreement with Dr. George D. Petito, effective August 1, 2023, outlines compensation including a base salary, royalties on developed products, and incentive payments for FDA clearance and patent issuance[173] - A $12.0 million Term Loan agreement with Cadence Bank was secured on August 1, 2023, with $9.75 million advanced to fund the Applied Asset Purchase[175] Components of Results of Operations Explains the primary drivers of revenue, cost of goods sold, and operating expenses - Revenue is primarily from sales of soft tissue repair and bone fusion products to hospitals, with CellerateRX Surgical powder being the substantial majority[176] Revenue by Stream | Revenue Stream | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Soft tissue repair products | $13,249,742 | $9,569,441 | $26,122,223 | $17,327,648 | | Bone fusion products | $2,453,172 | $51,087 | $5,052,358 | $53,853 | | Royalty revenue | $50,250 | $50,250 | $100,500 | $100,500 | | Total Net Revenue | $15,753,164 | $9,670,778 | $31,275,081 | $17,482,001 | - Cost of goods sold includes acquisition costs, raw materials, and royalties; operating expenses comprise SG&A, R&D, depreciation and amortization, and changes in fair value of earnout liabilities[179][180][181][182] Results of Operations Analyzes the company's financial performance for the three and six months ended June 30, 2023, compared to prior periods, highlighting revenue growth and expense changes Key Financial Metrics | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Revenues | $15,753,164 (63% YoY) | $9,670,778 | $31,275,081 (79% YoY) | $17,482,001 | | Cost of goods sold | $2,187,516 | $958,086 | $4,313,175 | $1,763,167 | | Gross margins | 86% | 90% | 86% | 90% | | SG&A expenses | $13,811,476 | $10,428,133 | $26,780,545 | $19,803,763 | | R&D expenses | $1,177,128 | $1,067,000 | $2,494,452 | $1,271,637 | | Depreciation and amortization expense | $803,694 | $539,124 | $1,582,569 | $741,871 | | Change in fair value of earnout liabilities | $(360,470) (benefit) | $63,427 (expense) | $(813,157) (benefit) | $63,427 (expense) | | Loss before income taxes | $(1,866,180) | $(3,384,992) | $(3,082,509) | $(6,541,497) | | Net income (loss) | $(1,866,180) | $756,914 | $(3,082,509) | $(2,399,591) | - Net revenues increased by 63% and 79% for the three and six months ended June 30, 2023, respectively, driven by organic growth, geographic expansion, and the Scendia acquisition, despite supply issues with the ALLOCYTE product line[184][185] - Gross margins decreased to 86% for both periods in 2023 from 90% in 2022, primarily due to lower margins on certain Scendia products[186] - Operating expenses increased across SG&A (due to sales commissions and sales force expansion), R&D (Precision Healing diagnostic imager and LFA development), and depreciation/amortization (Precision Healing and Scendia intangible assets)[187][188][189] - A benefit from the change in fair value of earnout liabilities was recorded in 2023 due to a decrease in fair value of Precision Healing and Scendia earnout liabilities, contrasting with an expense in 2022[190] Liquidity and Capital Resources Discusses the company's cash position, equity offerings, future cash needs, and new debt financing arrangements - Cash on hand decreased to $6.1 million at June 30, 2023, from $9.0 million at December 31, 2022[195] - The company has a Controlled Equity Offering Sales Agreement to sell up to $75.0 million in common stock, with $1.0 million net proceeds raised in the first six months of 2023[195][197] - Future cash needs include funding potential acquisitions, product development, clinical studies, sales force expansion, and general corporate purposes[198] - A $12.0 million Term Loan from Cadence Bank, secured on August 1, 2023, with an initial advance of $9.75 million, is expected to fund the Applied Asset Purchase and provide working capital[210][211] - The Term Loan includes financial covenants requiring SMAT to maintain a minimum Debt Service Coverage Ratio and a maximum Cash Flow Leverage Ratio, with the company guaranteeing obligations and potentially needing to contribute cash if SMAT fails to comply[215][216][217] Material Transactions with Related Parties Details significant financial and operational transactions involving the company's related parties - The company's Executive Chairman, Ronald T. Nixon, is involved with Catalyst, an affiliate from which the company sublicenses CellerateRX Surgical and HYCOL products, and Rochal, a related party for product license agreements[223][225] - Royalty expense under the CellerateRX Surgical sublicense was $1.07 million for the six months ended June 30, 2023, an increase from $0.81 million in the prior year[223] - A consulting agreement with Ann Beal Salamone, a director and significant shareholder of Rochal, provides an annual fee of $177,697[226] - Expenses of $72,986 were incurred under a Transaction Advisory Services Agreement with Catalyst for the six months ended June 30, 2023[228] Impact of Inflation and Changing Prices Assesses the historical and anticipated effects of inflation and price changes on the company's operations - Inflation and changing prices have not had a material impact on historical results and are not anticipated to materially affect future operations[230] Critical Accounting Estimates Identifies the key accounting estimates and assumptions that significantly impact the financial statements - Key estimates and assumptions include revenue and expense accruals, fair value measurement of assets and liabilities, and purchase price allocation for acquisitions[231] - No significant changes to critical accounting policies have occurred since December 31, 2022[231] Item 3. Quantitative and Qualitative Disclosures about Market Risk States the company's exemption from providing detailed market risk disclosures as a smaller reporting company - The company is exempt from providing quantitative and qualitative disclosures about market risk as a smaller reporting company[232] Item 4. Controls and Procedures Describes the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Confirms management's assessment of the effectiveness of the company's disclosure controls and procedures - Management, with Certifying Officers, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2023, concluding they were effective[234] Changes in Internal Control Over Financial Reporting Reports on the absence of any material changes in the company's internal control over financial reporting during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2023[235] Part II – Other Information Presents additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings Confirms the absence of any material pending legal proceedings involving the company - There are no material pending legal proceedings to which the company is a party[237] Item 1A. Risk Factors Updates the company's risk factors, focusing on acquisition integration, increased indebtedness, and compliance with loan covenants - New risk factors include the potential failure to realize anticipated benefits from the Applied Asset Purchase, challenges in maintaining manufacturing processes for CellerateRX Surgical and HYCOL products, and the impact of significant transaction costs[239][240] - Increased indebtedness could adversely affect financial condition by requiring a significant portion of cash flow for debt service, limiting flexibility, and increasing interest expense due to floating rates[241][242] - The Loan Agreement contains operating and financial covenants that restrict business activities, including limitations on creating liabilities, liens, investments, and distributions, and requires SMAT to maintain specific Debt Service Coverage and Cash Flow Leverage Ratios[243][251] - A breach of loan covenants could lead to an event of default, accelerating indebtedness and potentially applying a default interest rate of an additional 5.0% per annum[245] - The Loan Agreement also stipulates that if the Executive Chairman, Ron Nixon, ceases to serve as Chairman of the Board for the Company or SMAT without an acceptable successor within 10 business days, it could trigger an event of default[247] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports on the absence of previously unreported unregistered sales of equity securities during the quarter - No unregistered sales of equity securities occurred during the quarter ended June 30, 2023, that were not previously reported on a Form 8-K[248] Item 3. Defaults Upon Senior Securities Confirms that the company has not defaulted on any senior securities - There were no defaults upon senior securities[249] Item 4. Mine Safety Disclosures States that this item is not applicable to the company's business operations - This item is not applicable to the company's operations[250] Item 5. Other Information Indicates that no other material information was required to be disclosed in this section - No other information was disclosed[252] Item 6. Exhibits Lists all supplementary documents and agreements filed as part of the report, including key acquisition and loan agreements - Key exhibits include the Asset Purchase Agreement for Rochal Industries (July 2021), Agreement and Plan of Merger for Precision Healing Inc. (April 2022), Membership Interest Purchase Agreement for Scendia Biologics, LLC (July 2022), and the Asset Purchase Agreement for Applied Nutritionals, LLC (August 2023)[255] - Also included are the Professional Services Agreement with Dr. George D. Petito and the Loan Agreement with Cadence Bank, both dated August 1, 2023[255] - Certifications of the Principal Executive Officer and Principal Financial Officer are filed in accordance with the Sarbanes-Oxley Act of 2002[255] Signatures Confirms the official signing of the report by the company's Chief Financial Officer - The report was signed by Michael D. McNeil, Chief Financial Officer, on August 14, 2023[262]