Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39811 Dogwood Therapeutics, Inc. (866) 620-8655 (Registrant's telephone number) Not applicable (Former name, f ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-51726 Magyar Bancorp, Inc. (Exact Name of Registrant as Specified in Its Charter) aUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 (State or Other Jurisdiction of Incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934 For the transition period from ________ to ________ Commission File No. 001-35526 NEONODE INC. (Exact name of registrant as specified in its charter) | Delaware | 94-1517641 | | --- | --- | | (Stat ...

[Executive Summary of Financial Results](index=1&type=section&id=I.%20Executive%20Summary%20of%20Financial%20Results) Neonode experienced revenue declines and increased losses from continuing operations in Q2 and H1 2025, alongside a decrease in cash and working capital [Financial Summary for Three Months Ended June 30, 2025](index=1&type=section&id=A.%20Financial%20Summary%20for%20Three%20Months%20Ended%20June%2030,%202025) Neonode reported a 25.2% revenue decline to $0.6 million for Q2 2025, with operating expenses up 5.3% and loss from continuing operations increasing to $2.0 million ($0.12 per share) Q2 2025 Financial Highlights (Continuing Operations) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Revenues | $0.6M | $0.8M | -25.2% | | Operating Expenses | $2.7M | $2.566M | +5.3% | | Loss from Continuing Operations | $2.0M | $1.7M | +17.6% | | Loss per Share (Continuing Ops) | $0.12 | $0.11 | +9.1% | | Cash used by Operations | $1.7M | $1.2M | +41.7% | | Cash & Accounts Receivable (as of June 30, 2025) | $13.6M | $17.2M (Dec 31, 2024) | -20.9% | - Revenues from continuing operations decreased by **25.2%** to **$0.6 million** compared to the prior year[4](index=4&type=chunk) - Loss from continuing operations increased to **$2.0 million**, or **$0.12 per share**, compared to $1.7 million, or $0.11 per share, in the prior year[4](index=4&type=chunk) [Financial Summary for Six Months Ended June 30, 2025](index=1&type=section&id=B.%20Financial%20Summary%20for%20Six%20Months%20Ended%20June%2030,%202025) H1 2025 revenues from continuing operations decreased 31.1% to $1.1 million, with operating expenses down 1.5% and loss widening to $3.8 million ($0.23 per share) H1 2025 Financial Highlights (Continuing Operations) | Metric | H1 2025 | H1 2024 | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Revenues | $1.1M | $1.615M | -31.1% | | Operating Expenses | $5.2M | $5.249M | -1.5% | | Loss from Continuing Operations | $3.8M | $3.4M | +11.8% | | Loss per Share (Continuing Ops) | $0.23 | $0.22 | +4.5% | | Cash used by Operations | $3.1M | $3.1M | 0% | - Revenues from continuing operations for the six months decreased by **31.1%** to **$1.1 million** compared to the same period in the prior year[4](index=4&type=chunk) - Loss from continuing operations for the six months was **$3.8 million**, or **$0.23 per share**, compared to $3.4 million, or $0.22 per share, for the same period in the prior year[4](index=4&type=chunk) [CEO's Commentary and Business Outlook](index=2&type=section&id=II.%20CEO's%20Commentary%20and%20Business%20Outlook) The CEO addresses declining legacy business revenues, emphasizing strategic focus on MultiSensing® and zForce® technology platforms for future growth and new market opportunities [Overview of Q2 Performance and Challenges](index=2&type=section&id=A.%20Overview%20of%20Q2%20Performance%20and%20Challenges) The CEO noted continued revenue decline from legacy business in printer and automotive infotainment, a trend expected until new customer projects reach production - The second quarter saw a decline in revenues from the legacy business due to negative trends in the printer and automotive infotainment markets[5](index=5&type=chunk) - These challenges are expected to remain until new customers move from the deployment phase to the production phase[5](index=5&type=chunk) [Strategic Focus and Technology Advancement](index=2&type=section&id=B.%20Strategic%20Focus%20and%20Technology%20Advancement) Neonode expands business and advances MultiSensing® and zForce® platforms, investing in data-driven HMI solutions, strategic automotive partnerships, and new verticals to drive future growth - Neonode is actively working to expand business opportunities and advance the product roadmap across its MultiSensing® and zForce® core technology platforms[5](index=5&type=chunk) - For MultiSensing, the company continues to build on and invest in being the first mover in fully synthetic, data-driven HMI solutions, building strategic partnerships in the automotive sector, and exploring new verticals[6](index=6&type=chunk) - With the zForce platform, Neonode continues to serve its existing customer base while focusing on new project deliveries[6](index=6&type=chunk) [Detailed Financial Overview for Q2 2025](index=2&type=section&id=III.%20Detailed%20Financial%20Overview%20for%20Q2%202025) This section provides a detailed analysis of Neonode's Q2 2025 financial performance, covering revenue, operating expenses, profitability, cash position, and working capital [Revenue Analysis](index=2&type=section&id=A.%20Revenue%20Analysis) Q2 2025 total revenues from continuing operations decreased 25.2% to $0.6 million, driven by a 34.2% fall in license revenues, partially offset by a 4.3% increase in NRE revenues Q2 2025 Revenue Breakdown (Continuing Operations) | Revenue Type | Q2 2025 | Q2 2024 | Change (%) | | :------------------------ | :-------- | :-------- | :--------- | | Total Revenues | $0.6M | $0.8M | -25.2% | | License Revenues | $0.4M | $0.614M | -34.2% | | Non-recurring Engineering | $0.2M | $0.187M | +4.3% | - The decrease in license revenues was mainly due to lower demand for legacy customers' products within printer and passenger car touch applications[7](index=7&type=chunk) - Revenues from new licensing customers partially offset the decline in license revenues[7](index=7&type=chunk) [Operating Expenses and Profitability](index=2&type=section&id=B.%20Operating%20Expenses%20and%20Profitability) Q2 2025 operating expenses from continuing operations rose 5.3% to $2.7 million, resulting in a $2.0 million loss ($0.12 per share) and increased cash used by operations Q2 2025 Operating Expenses and Loss (Continuing Operations) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Operating Expenses | $2.7M | $2.566M | +5.3% | | Loss from Continuing Operations | $2.0M | $1.7M | +17.6% | | Loss per Share (Continuing Ops) | $0.12 | $0.11 | +9.1% | - Cash used by operations increased to **$1.7 million** in the second quarter of 2025 compared to $1.2 million for the same period in 2024[9](index=9&type=chunk) - The increase in cash used by operations was primarily due to a lower net loss and fewer component purchases following the phaseout of TSM manufacturing[9](index=9&type=chunk) [Cash Position and Working Capital](index=2&type=section&id=C.%20Cash%20Position%20and%20Working%20Capital) Cash and accounts receivable decreased to $13.6 million by June 30, 2025, with working capital also declining, though the company deems its liquidity sufficient for strategy execution Cash and Working Capital (Continuing Operations) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :-------------------------- | :-------------- | :------------- | :------- | | Cash and Accounts Receivable | $13.6M | $17.2M | -$3.6M | | Working Capital | $12.1M | $16.1M | -$4.0M | - The company's financial position and liquidity provide stability and enable it to execute its strategy to secure more licensing opportunities[10](index=10&type=chunk) [Company Information and Legal Disclosures](index=3&type=section&id=IV.%20Company%20Information%20and%20Legal%20Disclosures) This section provides essential company contact information, an overview of Neonode's business, and a safe harbor statement regarding forward-looking statements and associated risks [Contact Information](index=3&type=section&id=A.%20Contact%20Information) Contact details for Neonode's President & CEO Daniel Alexus and CFO Fredrik Nihlén are provided for inquiries - Contact information for President and CEO Daniel Alexus and Chief Financial Officer Fredrik Nihlén is provided[11](index=11&type=chunk) [About Neonode](index=3&type=section&id=B.%20About%20Neonode) Neonode Inc. (NASDAQ:NEON), a publicly traded company founded in 2001, specializes in advanced optical sensing solutions for various applications, holding over 100 patents globally - Neonode Inc. (NASDAQ:NEON) is a publicly traded company, headquartered in Stockholm, Sweden, established in 2001[11](index=11&type=chunk) - The Company provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring[11](index=11&type=chunk) - Neonode's technology is deployed in more than **90 million products**, and the Company holds more than **100 patents** worldwide, serving Fortune 500 companies[11](index=11&type=chunk) [Safe Harbor Statement](index=3&type=section&id=C.%20Safe%20Harbor%20Statement) This press release includes forward-looking statements on growth and performance, subject to risks like customer reliance and product development cycles, with no duty to update - The press release contains forward-looking statements relating to expectations for growth and future performance[13](index=13&type=chunk) - These statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different[13](index=13&type=chunk) - Risks include reliance on customers' ability to design, manufacture, and sell products with Neonode's technology, the length of customer product development cycles, and dependence on suppliers[14](index=14&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=V.%20Consolidated%20Financial%20Statements) This section presents Neonode's consolidated balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows for the reported periods [Consolidated Balance Sheets](index=4&type=section&id=A.%20Consolidated%20Balance%20Sheets) Total assets decreased to $15.058 million by June 30, 2025, driven by lower cash, while total liabilities increased and stockholders' equity declined to $12.652 million Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :-------------------------- | :-------------- | :------------- | :------- | | Total Assets | $15,058 | $18,381 | -$3,323 | | Cash and cash equivalents | $13,238 | $16,427 | -$3,189 | | Total Liabilities | $2,406 | $1,939 | +$467 | | Total Stockholders' Equity | $12,652 | $16,442 | -$3,790 | - Current assets decreased from **$17,685 thousand** at December 31, 2024, to **$14,405 thousand** at June 30, 2025[16](index=16&type=chunk) - Current liabilities increased from **$1,620 thousand** at December 31, 2024, to **$2,215 thousand** at June 30, 2025[16](index=16&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=B.%20Consolidated%20Statements%20of%20Operations) Q2 2025 total revenues were $0.599 million, with operating loss widening to $(2.110) million and net loss at $(1.868) million; H1 revenues were $1.112 million with a net loss of $(3.601) million Consolidated Statements of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------------- | :-------- | :-------- | :-------- | :-------- | | Total Revenues | $599 | $801 | $1,112 | $1,615 | | Gross Margin | $593 | $777 | $1,097 | $1,574 | | Total Operating Expenses | $2,703 | $2,566 | $5,172 | $5,249 | | Operating Loss | $(2,110) | $(1,789) | $(4,075) | $(3,675) | | Loss from Continuing Operations | $(1,984) | $(1,677) | $(3,784) | $(3,393) | | Net Loss | $(1,868) | $(1,695) | $(3,601) | $(3,779) | | Basic & Diluted Loss per Share (Continuing Ops) | $(0.12) | $(0.11) | $(0.23) | $(0.22) | | Basic & Diluted Loss per Share | $(0.11) | $(0.11) | $(0.21) | $(0.25) | - Research and development expenses increased to **$1,074 thousand** in Q2 2025 from $975 thousand in Q2 2024[18](index=18&type=chunk) - Sales and marketing expenses increased to **$596 thousand** in Q2 2025 from $544 thousand in Q2 2024[18](index=18&type=chunk) [Consolidated Statements of Comprehensive Loss](index=6&type=section&id=C.%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Q2 2025 comprehensive loss was $(1.923) million, while H1 comprehensive loss was $(3.790) million, with foreign currency translation adjustments impacting both periods Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------- | :-------- | :-------- | :-------- | :-------- | | Net Loss | $(1,868) | $(1,695) | $(3,601) | $(3,779) | | Foreign currency translation adjustments | $(55) | $(32) | $(189) | $(66) | | Comprehensive Loss | $(1,923) | $(1,727) | $(3,790) | $(3,845) | - Foreign currency translation adjustments resulted in an other comprehensive loss of **$(55) thousand** for Q2 2025 and **$(189) thousand** for H1 2025[20](index=20&type=chunk) [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=D.%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Total stockholders' equity decreased to $12.652 million by June 30, 2025, primarily due to net losses and foreign currency translation adjustments Consolidated Stockholders' Equity Highlights (in thousands) | Metric | Dec 31, 2024 | June 30, 2025 | Change | | :-------------------------- | :------------- | :-------------- | :------- | | Total Stockholders' Equity | $16,442 | $12,652 | -$3,790 | | Accumulated Deficit | $(224,080) | $(227,681) | -$3,601 | | Accumulated Other Comprehensive Loss | $(450) | $(639) | -$189 | - Net loss for the six months ended June 30, 2025, was **$(3,601) thousand**, contributing to the decrease in equity[22](index=22&type=chunk) - Foreign currency translation adjustments also contributed to the decrease in equity by **$(189) thousand** for the six months ended June 30, 2025[22](index=22&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=E.%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash used in operating activities was $(3.110) million, with a net decrease in cash and cash equivalents of $(3.189) million, ending at $13.238 million Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | H1 2025 | H1 2024 | Change | | :-------------------------------- | :-------- | :-------- | :------- | | Net Cash Used in Operating Activities | $(3,110) | $(3,135) | +$25 | | Net Cash Provided by (Used in) Investing Activities | $(15) | $153 | -$168 | | Net Cash Used in Financing Activities | $(5) | $(13) | +$8 | | Net Change in Cash and Cash Equivalents | $(3,189) | $(3,048) | -$141 | | Cash and Cash Equivalents at End of Period | $13,238 | $13,107 | +$131 | - Adjustments to reconcile net loss to net cash used in operating activities included depreciation and amortization, amortization of operating lease right-of-use assets, and changes in accounts receivable and other operating assets/liabilities[24](index=24&type=chunk) - Cash paid for income taxes was **$10 thousand** in H1 2025, down from $21 thousand in H1 2024[24](index=24&type=chunk)

[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q%20Cover%20Page) [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details for Sanara MedTech Inc.'s quarterly report, including the filing period, state of incorporation, and contact information - Registrant: **SANARA MEDTECH INC.**[2](index=2&type=chunk) - Quarterly Period Ended: **June 30, 2025**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) Details regarding the company's registered securities, including the trading symbol and exchange, are provided | 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 | [Filer Status and Shares Outstanding](index=1&type=section&id=Filer%20Status%20and%20Shares%20Outstanding) The company confirms its compliance with SEC filing requirements and discloses its filer status and the number of common shares issued and outstanding as of a recent date - The registrant has filed all required reports during the preceding 12 months and has been subject to filing requirements for the past 90 days[4](index=4&type=chunk) | Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | | :---------------------- | :---------------- | :-------------------- | :------------------------ | :---------------------- | | ☐ | ☐ | ☒ | ☒ | ☐ | - As of August 12, 2025, **8,902,351 shares** of the Issuer's common stock, $0.001 par value per share, were issued and outstanding[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) [Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Sanara MedTech Inc.'s unaudited consolidated financial statements, including the balance sheets, statements of operations, changes in shareholders' equity, and cash flows for the periods ended June 30, 2025, along with detailed notes explaining significant accounting policies, recent acquisitions, debt, equity, and segment reporting [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------- | :------------------------ | :------------------ | | Total Assets | $98,767,645 | $88,091,992 | | Total Liabilities | $63,375,699 | $49,180,030 | | Total Shareholders' Equity | $35,391,946 | $38,911,962 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Revenue | $25,830,834 | $20,158,823 | $49,264,930 | $38,695,461 | | Gross Profit | $23,893,552 | $18,150,137 | $45,492,681 | $34,796,729 | | Operating Loss | $(31,348) | $(2,884,856) | $(2,111,377) | $(4,416,563) | | Net Loss Attributable to Shareholders | $(2,014,362) | $(3,504,014) | $(5,541,539) | $(5,268,198) | | Net Loss Per Share (Basic & Diluted) | $(0.23) | $(0.41) | $(0.64) | $(0.62) | [Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) | Metric | Balance at December 31, 2024 | Balance at June 30, 2025 | | :----------------------------------- | :--------------------------- | :----------------------- | | Common Stock (Shares) | 8,753,773 | 8,903,662 | | Common Stock (Amount) | $8,754 | $8,904 | | Additional Paid-In Capital | $77,179,211 | $78,678,081 | | Accumulated Deficit | $(37,784,392) | $(43,287,572) | | Total Shareholders' Equity | $38,911,962 | $35,391,946 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------------- | :----------- | :----------- | | Net Cash Provided by (Used in) Operating Activities | $665,127 | $(3,006,300) | | Net Cash Used in Investing Activities | $(9,107,823) | $(124,580) | | Net Cash Provided by Financing Activities | $9,523,145 | $4,134,039 | | Net Increase in Cash | $1,080,449 | $1,003,159 | | Cash, End of Period | $16,958,744 | $6,150,375 | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations for the unaudited consolidated financial statements, covering the company's business segments, significant accounting policies, recent acquisitions, equity investments, debt obligations, and related party transactions [NOTE 1 – NATURE OF BUSINESS AND BACKGROUND](index=9&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20BUSINESS%20AND%20BACKGROUND) Sanara MedTech Inc. is a medical technology company focused on surgical, chronic wound, and skin markets, operating through two reportable segments: Sanara Surgical and Tissue Health Plus (THP), with a strategic shift in 2024 to reflect the growing importance of value-based wound care - Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies in surgical, chronic wound, and skin markets[20](index=20&type=chunk) - The Company operates through two reportable segments: Sanara Surgical and Tissue Health Plus (THP), a change implemented in Q2 2024 to reflect the growing investment in value-based wound care strategy[21](index=21&type=chunk)[22](index=22&type=chunk) - Sanara Surgical markets soft tissue repair (e.g., CellerateRX Surgical, BIASURGE) and bone fusion products (e.g., BiFORM, ALLOCYTE Plus) for sterile environments, and includes an in-house R&D team[23](index=23&type=chunk)[24](index=24&type=chunk) - THP aims to simplify skin health, starting with wound care, by offering a value-based wound care program to payers and risk-bearing entities, coordinating community and home-based care, and launched its first pilot program in Q2 2025[25](index=25&type=chunk)[26](index=26&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's key accounting principles, including consolidation, use of estimates, revenue recognition, and policies for assets like accounts receivable, inventory, property, goodwill, and intangibles, as well as equity investments, fair value measurements, and recently adopted and issued accounting pronouncements - The company's unaudited consolidated financial statements include Sanara MedTech Inc. and its wholly-owned and majority-owned subsidiaries, with all significant intercompany transactions eliminated[27](index=27&type=chunk) - Revenue is recognized when control of promised goods or services is transferred to the customer, primarily from product sales (soft tissue repair, bone fusion), with SaaS revenue starting in Q2 2025 from the THP segment[33](index=33&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk) | Revenue Stream (Three Months Ended June 30) | 2025 | 2024 | | :------------------------------------------ | :----------- | :----------- | | Soft tissue repair products | $22,661,457 | $17,641,318 | | Bone fusion products | $3,142,795 | $2,516,599 | | SaaS | $26,582 | $- | | Royalties | $- | $906 | | **Total Net Revenue** | **$25,830,834** | **$20,158,823** | - The company capitalizes costs for internal use software during the application development stage, particularly for the THP platform, with approximately **$3.4 million capitalized** as of June 30, 2025, to be depreciated over five years once placed in service[44](index=44&type=chunk)[46](index=46&type=chunk) - Goodwill, primarily from the Scendia acquisition within the Sanara Surgical segment, is tested annually for impairment and was not impaired as of June 30, 2025 or 2024[47](index=47&type=chunk)[80](index=80&type=chunk) | Intangible Assets (June 30, 2025) | Cost | Accumulated Amortization | Net | | :-------------------------------- | :----------- | :----------------------- | :----------- | | Patents and Other IP | $38,056,240 | $(6,171,366) | $31,884,874 | | Customer relationships and other | $7,971,752 | $(3,594,886) | $4,376,866 | | Licenses | $6,784,278 | $(2,053,450) | $4,730,828 | | **Total** | **$52,812,270** | **$(11,819,702)** | **$40,992,568** | - The company adopted ASU 2023-07 (Segment Reporting) effective for its annual report for FY2024 and interim filings beginning Q1 2025, which did not materially impact its financial position, results, or cash flows[66](index=66&type=chunk) [NOTE 3 – CAREPICS ACQUISITION](index=18&type=section&id=NOTE%203%20%E2%80%93%20CAREPICS%20ACQUISITION) On April 1, 2025, Sanara MedTech acquired CarePICS, LLC, a mobile and web app platform for vascular and wound care clinicians, for $2.0 million cash consideration plus $1.65 million to satisfy existing debt, and potential earnout payments up to $20 million, with the acquisition accounted for as an asset acquisition - On April 1, 2025, Sanara MedTech acquired CarePICS, LLC, a mobile and web app platform for clinicians treating vascular and wound care patients, which will be utilized in the THP platform[69](index=69&type=chunk)[70](index=70&type=chunk) | CarePICS Acquisition Consideration | Amount | | :------------------------------- | :----------- | | Cash consideration | $2,000,000 | | Contingent consideration | $1,355,603 | | Direct transaction costs | $122,146 | | **Total purchase consideration** | **$3,477,749** | - The acquisition included potential earnout payments up to **$10 million** for the first two earnout periods (ending March 31, 2027) based on SaaS P&L EBITDA, and up to an additional **$10 million** over 10 years based on patient volume, payable in cash or Class A-2/B Units[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) - The CarePICS Acquisition was accounted for as an asset acquisition, with the purchase consideration primarily allocated to developed technology (**$5,127,749**) and assumed debt (**$(1,650,000)**)[76](index=76&type=chunk)[77](index=77&type=chunk) [NOTE 4 – CONVERTIBLE LOAN RECEIVABLE](index=19&type=section&id=NOTE%204%20%E2%80%93%20CONVERTIBLE%20LOAN%20RECEIVABLE) The company's $1.0 million convertible loan to Biomimetic Innovations Limited (BMI), including accrued interest, was converted into equity of BMI on January 16, 2025, resulting in a zero loan balance as of June 30, 2025 - A **$1,079,391** convertible loan to Biomimetic Innovations Limited (BMI), including accrued interest, was converted into equity of BMI on January 16, 2025[78](index=78&type=chunk) - The convertible loan receivable balance was **$0** as of June 30, 2025, down from **$1,101,478** as of December 31, 2024[78](index=78&type=chunk) [NOTE 5 – GOODWILL AND INTANGIBLES, NET](index=20&type=section&id=NOTE%205%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLES%2C%20NET) Goodwill remained stable at $3.6 million, entirely within the Sanara Surgical segment, with no impairment recorded. Total net intangible assets were $41.0 million as of June 30, 2025, slightly down from $41.0 million at December 31, 2024, with a weighted-average amortization period of 14.2 years | Metric | December 31, 2023 | December 31, 2024 | June 30, 2025 | | :----- | :------------------ | :------------------ | :------------ | | Goodwill | $3,601,781 | $3,601,781 | $3,601,781 | - Goodwill is entirely within the Sanara Surgical segment and was not impaired as of June 30, 2025 or 2024[80](index=80&type=chunk) | Intangible Assets (Net) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Patents and Other IP | $31,884,874 | $33,000,384 | | Customer relationships and other | $4,376,866 | $4,941,181 | | Licenses | $4,730,828 | $3,065,211 | | **Total Net Intangible Assets** | **$40,992,568** | **$41,006,776** | - The weighted-average amortization period for finite-lived intangible assets was **14.2 years** as of June 30, 2025[81](index=81&type=chunk) [NOTE 6 – INVESTMENTS IN EQUITY SECURITIES](index=21&type=section&id=NOTE%206%20%E2%80%93%20INVESTMENTS%20IN%20EQUITY%20SECURITIES) The company holds nonmarketable equity investments in privately held companies, including DirectDerm (cost method), and ChemoMouthpiece, SI Technologies, and BMI (equity method), with significant changes including the Pixalere Redemption in January 2025 converting an investment into an intangible asset and increased ownership in BMI to 9.678% by July 1, 2025 - The company's equity investments include nonmarketable securities in privately held companies, reported at cost or using the equity method based on influence[82](index=82&type=chunk) - In January 2025, the Pixalere investment was reclassified from a cost method investment (**$2,084,278**) to an intangible asset for an amended license agreement, and Pixalere Canada's equity in Pixalere USA was redeemed[85](index=85&type=chunk)[86](index=86&type=chunk)[96](index=96&type=chunk) - The company uses the equity method for investments in ChemoMouthpiece (**6.59% ownership**), SI Healthcare Technologies (**50% ownership**), and Biomimetic Innovations Limited (BMI), where its ownership increased to approximately **9.678%** by July 1, 2025, following additional capital contributions[88](index=88&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) | Investment (June 30, 2025) | Carrying Amount | Economic Interest | | :------------------------- | :-------------- | :---------------- | | ChemoMouthpiece, LLC | $5,017,758 | 6.59% | | SI Healthcare Technologies, LLC | $47,976 | 50.00% | | Biomimetic Innovations Limited | $4,450,078 | 6.67% | | Direct Dermatology Inc. | $1,000,000 | ~8.1% (as of Dec 31, 2024) | | **Total Investments** | **$10,515,812** | | | Share of Losses from Equity Method Investments (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------------------------------------- | :----------- | :----------- | | ChemoMouthpiece, LLC | $(154,484) | $- | | SI Healthcare Technologies, LLC | $7,273 | $- | | Biomimetic Innovations Limited | $(191,879) | $- | | **Total** | **$(339,090)** | **$-** | [NOTE 7 – OPERATING LEASES](index=24&type=section&id=NOTE%207%20%E2%80%93%20OPERATING%20LEASES) The company holds two material operating leases for office space, with ROU assets of $1.09 million and related lease liabilities of $1.23 million as of June 30, 2025, and a weighted average remaining lease term of 5.6 years - As of June 30, 2025, the company had two material operating leases for office space, with one renewed for an additional three-year term in August 2025[98](index=98&type=chunk) | Operating Lease Metrics (June 30, 2025) | Amount | | :------------------------------------ | :----------- | | Right of Use Assets | $1,088,149 | | Lease Liabilities | $1,234,225 | | Weighted Average Remaining Lease Term | 5.6 years | | Weighted Average Discount Rate | 13.2% | | Operating Lease Expense (Six Months Ended June 30) | 2025 | 2024 | | :------------------------------------------------- | :----------- | :----------- | | Lease Expense | $260,197 | $277,596 | | Cash Paid for Operating Lease Liabilities | $259,786 | $267,223 | [NOTE 8 – DEBT AND CREDIT FACILITIES](index=25&type=section&id=NOTE%208%20%E2%80%93%20DEBT%20AND%20CREDIT%20FACILITIES) The company's CRG Term Loan facility provides up to $55.0 million, with $42.75 million drawn as of June 30, 2025, and $12.25 million remaining available. The loan bears 13.25% interest (8% cash, 5.25% PIK) and matures in May 2029, with the company in compliance with all debt covenants - The company has a CRG Term Loan facility for up to **$55.0 million**, with **$42.75 million** principal outstanding as of June 30, 2025, and **$12.25 million** available for future borrowing[102](index=102&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk)[112](index=112&type=chunk)[225](index=225&type=chunk) - The CRG Term Loan bears interest at **13.25%** per annum (**8.00% cash, 5.25% paid-in-kind**) and has a maturity date of **May 30, 2029**[106](index=106&type=chunk)[105](index=105&type=chunk) | Debt Components (June 30, 2025) | Amount | | :------------------------------ | :----------- | | CRG Term Loan (Principal) | $42,750,000 | | Paid-in-kind interest | $1,834,210 | | Back-end fee | $735,576 | | Less: Unamortized debt issuance costs | $(1,103,124) | | **Long-term debt, net** | **$44,216,662** | - The company was in compliance with all debt covenants as of June 30, 2025, including maintaining liquidity above **$3.0 million** and meeting annual minimum revenue targets (e.g., **$75.0 million** for FY2025)[113](index=113&type=chunk)[230](index=230&type=chunk) [NOTE 9 - COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%209%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note details various license agreements for antimicrobial products (BIAKŌS, ABF, Debrider) with Rochal, including royalty commitments, and the BMI License Agreement for trauma products with associated royalties and milestone payments. It also covers earnout liabilities from the Precision Healing merger and Applied Asset Purchase, and a new license agreement with Tufts University for collagen peptides - The company has exclusive worldwide license agreements with Rochal for antimicrobial products (BIAKŌS, BIASURGE, CuraShield) and a debrider, with royalty payments ranging from **2-4% of net sales** and minimum annual royalties[115](index=115&type=chunk)[116](index=116&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) | Royalty Expense (Six Months Ended June 30) | 2025 | 2024 | | :----------------------------------------- | :----------- | :----------- | | BIAKŌS License Agreement | $85,435 | $77,305 | - The BMI License Agreement grants exclusive U.S. marketing and distribution rights for OsStic and ARC trauma products, requiring **3% royalties** on OsStic net sales and annual minimum royalties starting at **$100,000** after regulatory approval[123](index=123&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - The Applied Asset Purchase includes an earnout of up to **$10.0 million** based on net sales of a collagen-based product, with installment payments of **$625,000** made in August 2024 and August 2025[131](index=131&type=chunk)[132](index=132&type=chunk) - A license agreement with Tufts University for 18 unique collagen peptides involves a new subsidiary (SCP) and royalties of **1.5% or 3%** on net sales, with minimum annual royalties starting at **$50,000**[135](index=135&type=chunk) [NOTE 10 – SHAREHOLDERS' EQUITY](index=31&type=section&id=NOTE%2010%20%E2%80%93%20SHAREHOLDERS%27%20EQUITY) The company's 2014 LTIP terminated in September 2024, replaced by the 2024 LTIP which authorized 1,000,000 shares for awards. During the six months ended June 30, 2025, 170,842 restricted stock awards were issued, resulting in $2.74 million in share-based compensation expense, with $7.35 million unrecognized - The 2014 Omnibus Long Term Incentive Plan (LTIP) terminated on September 3, 2024, with no future awards. The 2024 LTIP was approved, authorizing **1,000,000 shares** for awards[137](index=137&type=chunk)[138](index=138&type=chunk) - During the six months ended June 30, 2025, **170,842 restricted stock awards** (net of forfeitures) were issued under the 2024 LTIP, with a fair value of **$5,825,941**[139](index=139&type=chunk) | Share-based Compensation Expense (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------------------------- | :----------- | :----------- | | Total Share-based Compensation Expense | $2,740,343 | $2,214,931 | - As of June 30, 2025, there was **$7,350,817** of total unrecognized share-based compensation expense, expected to be recognized over a weighted-average period of **1.4 years**[141](index=141&type=chunk) | Stock Options (June 30, 2025) | Options | Weighted Average Exercise Price | Weighted Average Remaining Contract Life | Aggregate Intrinsic Value | | :---------------------------- | :-------- | :------------------------------ | :--------------------------------------- | :------------------------ | | Outstanding | 31,013 | $10.57 | 5.3 years | $552,803 | | Exercisable | 31,013 | $10.57 | 5.3 years | $552,803 | [NOTE 11 – RELATED PARTIES](index=32&type=section&id=NOTE%2011%20%E2%80%93%20RELATED%20PARTIES) The company has ongoing product license agreements with Rochal Industries, a related party, for antimicrobial and debrider products, and a consulting agreement with Ann Beal Salamone (a director of both companies). It also has a transaction advisory services agreement with Catalyst, another related party, for which it incurred $30,000 in costs during the six months ended June 30, 2025 - The company has exclusive product license agreements with Rochal Industries, a related party, for antimicrobial products (BIAKŌS, BIASURGE, CuraShield) and a debrider[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Ann Beal Salamone, a director of the company and a significant shareholder/Chair of Rochal, has a consulting agreement with the company for an annual fee of **$177,697**[148](index=148&type=chunk) - The company incurred **$30,000** in costs during the six months ended June 30, 2025, under a Transaction Advisory Services Agreement with Catalyst, a related party, for various advisory and corporate development services[149](index=149&type=chunk)[150](index=150&type=chunk) | Related Party Balances | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Accounts receivable – related parties | $9,081 | $40,566 | | Accounts payable – related parties | $32,355 | $30,913 | [NOTE 12 – SEGMENT REPORTING](index=34&type=section&id=NOTE%2012%20%E2%80%93%20SEGMENT%20REPORTING) The company reports two segments: Sanara Surgical (soft tissue repair and bone fusion products) and Tissue Health Plus (THP) (value-based wound care services), a change implemented in Q2 2024. Segment Adjusted EBITDA is the primary profitability measure, with THP showing a significant net loss and negative Segment Adjusted EBITDA due to buildout costs - The company changed its reportable segments in Q2 2024 to Sanara Surgical and Tissue Health Plus (THP), reflecting the growing importance of value-based wound care[152](index=152&type=chunk)[159](index=159&type=chunk) - Sanara Surgical focuses on soft tissue repair and bone fusion products, while THP is dedicated to value-based wound care services, aiming to reduce hospitalizations and improve patient quality of life[154](index=154&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - Segment Adjusted EBITDA is the primary profitability measure used by the CEO (CODM) for assessing financial performance and resource allocation[153](index=153&type=chunk) | Segment Adjusted EBITDA (Six Months Ended June 30) | 2025 | 2024 | | :------------------------------------------------- | :----------- | :----------- | | Sanara Surgical | $7,414,885 | $2,532,145 | | THP | $(4,092,077) | $(1,628,543) | | **Total Segment Adjusted EBITDA** | **$3,322,808** | **$903,602** | - THP segment does not include **$3.4 million** of internal use software costs capitalized during the six months ended June 30, 2025, which are part of its buildout[163](index=163&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=37&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and operational results for the quarter ended June 30, 2025, highlighting revenue growth, segment performance, recent strategic developments, and liquidity, while also discussing forward-looking statements and key accounting estimates [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS](index=37&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers that the report contains forward-looking statements about future events and financial performance, which are subject to various risks and uncertainties that could cause actual results to differ materially from projections - The report contains forward-looking statements regarding future events or financial/operating performance, including value-based wound and skin services and THP platforms[165](index=165&type=chunk) - These statements are subject to risks and uncertainties, such as shortfalls in revenue growth, ability to implement strategies, capital requirements, debt compliance, product development, market acceptance, competition, and regulatory changes[165](index=165&type=chunk)[171](index=171&type=chunk) [OVERVIEW](index=38&type=section&id=OVERVIEW) Sanara MedTech is a medical technology company focused on surgical, chronic wound, and skin markets, operating through two segments: Sanara Surgical (products for sterile environments) and Tissue Health Plus (THP) (value-based wound care services). The company aims to expand its offerings and has initiated a formal process to evaluate strategic alternatives for THP - Sanara MedTech is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in surgical, chronic wound, and skin markets[167](index=167&type=chunk) - The company operates through two reportable segments, Sanara Surgical and THP, a change implemented in Q2 2024 due to the growing importance of the value-based wound care program[168](index=168&type=chunk) - Sanara Surgical markets soft tissue repair (e.g., CellerateRX Surgical, BIASURGE) and bone fusion products (e.g., BiFORM, ALLOCYTE Plus) and includes an in-house R&D team[169](index=169&type=chunk)[170](index=170&type=chunk) - THP focuses on value-based wound care services, planning to offer programs to payers and risk-bearing entities to divest wound care spend risk, reduce hospitalizations, and improve patient quality of life[172](index=172&type=chunk)[173](index=173&type=chunk) - THP's comprehensive approach includes a Care Hub for virtual patient monitoring, a Managed Services Organization (MSO) Network of third-party providers, and a Technology Platform leveraging AI/ML for workflow automation and integration[183](index=183&type=chunk)[184](index=184&type=chunk) - The company has initiated a formal process to evaluate a full range of strategic alternatives for THP to maximize shareholder value[184](index=184&type=chunk) [RECENT DEVELOPMENTS](index=41&type=section&id=RECENT%20DEVELOPMENTS) Recent developments include the CRG Term Loan amendment, allowing additional borrowings up to $12.25 million by December 31, 2025, and the third borrowing of $12.25 million used for acquisitions and working capital. The company also made an initial €3.0 million cash investment in BMI, converted a €1.0 million loan to equity, and acquired CarePICS for $2.0 million cash plus $1.65 million debt satisfaction and potential earnouts - The CRG Term Loan Agreement was amended to allow up to two additional borrowings, with a third borrowing of **$12.25 million** made on March 31, 2025, for acquisitions (like CarePICS) and working capital. An additional **$12.25 million** can be drawn by December 31, 2025[187](index=187&type=chunk) - The company made an initial **€3.0 million** cash investment in Biomimetic Innovation Limited (BMI) and converted a **€1.0 million** convertible loan into BMI equity, resulting in approximately **6.67% ownership**, increasing to **9.678%** by July 1, 2025, after additional milestone payments[189](index=189&type=chunk) - On April 1, 2025, the company acquired CarePICS, LLC for **$2.0 million cash**, paid **$1.65 million** to satisfy existing debt, and agreed to potential earnout payments[190](index=190&type=chunk) [COMPONENTS OF RESULTS OF OPERATIONS](index=42&type=section&id=COMPONENTS%20OF%20RESULTS%20OF%20OPERATIONS) The company's revenue primarily comes from sales of soft tissue repair and bone fusion products, with SaaS revenue from the THP segment starting in Q2 2025. Cost of goods sold includes acquisition costs and royalties, while operating expenses comprise SG&A, R&D (expected to increase), depreciation and amortization, and changes in earnout liabilities - Revenue is primarily derived from sales of soft tissue repair and bone fusion products to hospitals and acute care facilities, with CellerateRX Surgical being the substantial majority[191](index=191&type=chunk) | Revenue Stream (Six Months Ended June 30) | 2025 | 2024 | | :------------------------------------------ | :----------- | :----------- | | Soft tissue repair products | $43,193,897 | $33,723,610 | | Bone fusion products | $6,044,451 | $4,970,945 | | SaaS | $26,582 | $- | | Royalties | $- | $906 | | **Total Net Revenue** | **$49,264,930** | **$38,695,461** | - Cost of goods sold includes acquisition costs from manufacturers, raw material costs, and royalties. Operating expenses include SG&A, R&D (expected to increase), depreciation and amortization, and changes in fair value of earnout liabilities[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) [RESULTS OF OPERATIONS](index=44&type=section&id=RESULTS%20OF%20OPERATIONS) For the six months ended June 30, 2025, net revenue increased by 27% to $49.3 million, driven by higher sales of soft tissue repair and bone fusion products. Gross profit rose 31% to $45.5 million, while SG&A and R&D expenses also increased, leading to a net loss of $5.5 million. Segment Adjusted EBITDA improved to $3.3 million, despite a significant negative contribution from the THP segment due to platform buildout costs | Financial Metric (Six Months Ended June 30) | 2025 | 2024 | Change (%) | | :------------------------------------------ | :----------- | :----------- | :--------- | | Net Revenue | $49,264,930 | $38,695,461 | 27% | | Gross Profit | $45,492,681 | $34,796,729 | 31% | | Selling, General and Administrative | $42,993,804 | $35,149,867 | 22% | | Research and Development | $2,371,613 | $1,931,949 | 23% | | Net Loss | $(5,545,781) | $(5,328,245) | 4% | | Segment Adjusted EBITDA | $3,322,808 | $903,602 | 268% | - Net revenue increase was primarily due to increased sales of soft tissue repair products (CellerateRX Surgical, BIASURGE) and bone fusion products, driven by increased market penetration and geographic expansion[202](index=202&type=chunk) - Higher gross margins were realized due to increased sales of soft tissue repair products and lower manufacturing costs for CellerateRX Surgical[203](index=203&type=chunk)[204](index=204&type=chunk) - SG&A increased due to higher direct sales and marketing expenses (**$3.7 million**) and additional SG&A in the THP segment (**$3.1 million**). R&D increased, with **$3.4 million** capitalized for the THP technology platform buildout[205](index=205&type=chunk)[206](index=206&type=chunk) - The net loss for the six months ended June 30, 2025, included **$5.4 million** related to the THP segment, primarily due to buildout costs and increased interest expense[210](index=210&type=chunk) - Segment Adjusted EBITDA for THP was **$(4.1) million** for the six months ended June 30, 2025, reflecting higher costs related to its platform buildout[216](index=216&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=47&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Cash on hand was $17.0 million at June 30, 2025. The company expects to invest $5.5-$6.5 million in THP during H2 2025 and anticipates sufficient liquidity for the next 12 months from cash, operations, and $12.25 million available under the CRG Term Loan. Recent financing activities include the CRG Term Loan amendment and third borrowing, the BMI investment, and the CarePICS acquisition | Cash and Liquidity | June 30, 2025 | December 31, 2024 | | :----------------- | :------------ | :---------------- | | Cash on hand | $16,958,744 | $15,878,295 | | Available CRG Term Loan | $12,250,000 | (Not applicable) | - The company expects to invest between **$5.5 million** and **$6.5 million** in the THP strategy during the second half of 2025, with no material cash investments anticipated after year-end[217](index=217&type=chunk) - The CRG Term Loan Agreement was amended, and a third borrowing of **$12.25 million** was made, with **$12.25 million** still available for future borrowing until December 31, 2025[223](index=223&type=chunk)[224](index=224&type=chunk) - The company made an initial **€3.0 million** cash investment in BMI and converted a **€1.0 million** loan to equity, with additional **€4.0 million** committed upon milestones[234](index=234&type=chunk) - The CarePICS Acquisition involved **$2.0 million** cash consideration and **$1.65 million** to satisfy existing debt, plus potential earnout payments[235](index=235&type=chunk) - Net cash provided by operating activities was **$0.7 million** for the six months ended June 30, 2025, an increase from **$3.0 million used** in the prior year, due to revenue growth and improved receivables collection[240](index=240&type=chunk) - Net cash used in investing activities was **$9.1 million**, primarily for the CarePICS acquisition (**$2.1 million**), BMI investment (**$3.5 million**), and THP technology platform capitalization (**$3.4 million**)[241](index=241&type=chunk) - Net cash provided by financing activities was **$9.5 million**, mainly from CRG Term Loan proceeds, partially offset by CarePICS debt payoff[242](index=242&type=chunk) [MATERIAL TRANSACTIONS WITH RELATED PARTIES](index=52&type=section&id=MATERIAL%20TRANSACTIONS%20WITH%20RELATED%20PARTIES) The company has a consulting agreement with Ann Beal Salamone (a director and significant shareholder of Rochal) for an annual fee of $177,697, and a Transaction Advisory Services Agreement with Catalyst, a related party, incurring $30,000 in costs during the six months ended June 30, 2025 - Ann Beal Salamone, a director of the company and a significant shareholder/Chair of Rochal, has a consulting agreement for **$177,697 annually**, renewed for successive one-year terms[243](index=243&type=chunk) - The company incurred **$30,000** in costs during the six months ended June 30, 2025, under a Transaction Advisory Services Agreement with Catalyst, a related party, for advisory and corporate development services[244](index=244&type=chunk)[245](index=245&type=chunk) | Related Party Balances | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Accounts receivable – related parties | $9,081 | $40,566 | | Accounts payable – related parties | $32,355 | $30,913 | [IMPACT OF INFLATION AND CHANGING PRICES](index=53&type=section&id=IMPACT%20OF%20INFLATION%20AND%20CHANGING%20PRICES) Inflation and changing prices have not had a material impact on the company's historical results of operations and are not anticipated to have a material impact in the future - Inflation and changing prices have not materially impacted historical results and are not anticipated to materially impact future results[247](index=247&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=53&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) The company's critical accounting estimates, including revenue and expense accruals, fair value measurements, and purchase price allocation, have not significantly changed since December 31, 2024 - Critical accounting estimates, such as revenue and expense accruals, fair value measurement of assets and liabilities, and purchase price allocation, have not significantly changed since December 31, 2024[248](index=248&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=53&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Sanara MedTech Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Sanara MedTech Inc. is not required to provide quantitative and qualitative disclosures about market risk[249](index=249&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=53&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The company's disclosure controls and procedures were evaluated as effective as of June 30, 2025, and there were no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were evaluated as effective as of June 30, 2025[250](index=250&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[251](index=251&type=chunk) [Part II – Other Information](index=55&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [ITEM 1. LEGAL PROCEEDINGS](index=55&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not aware of any material pending legal proceedings - To the company's knowledge, there are no material pending legal proceedings to which it is a party or of which any of its property is the subject[253](index=253&type=chunk) [ITEM 1A. RISK FACTORS](index=55&type=section&id=ITEM%201A.%20RISK%20FACTORS) There were no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[254](index=254&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=55&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities during the quarter. The company repurchased 20,755 shares of common stock in April and May 2025, primarily for tax withholding obligations related to restricted stock vesting - No sales of unregistered securities were reported during the quarter ended June 30, 2025[255](index=255&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----------------------- | :----------------------------- | :--------------------------- | | April 1 - April 30, 2025 | 15,826 | $33.85 | | May 1 - May 31, 2025 | 4,929 | $30.88 | | June 1 - June 30, 2025 | - | $- | | **Total** | **20,755** | | - Shares purchased were transferred from employees to satisfy tax withholding obligations associated with the vesting of restricted stock awards[256](index=256&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=55&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities - No defaults upon senior securities[257](index=257&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=55&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - This item is not applicable to the company[258](index=258&type=chunk) [ITEM 5. OTHER INFORMATION](index=55&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or officer adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer adopted, modified, or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[259](index=259&type=chunk) [ITEM 6. EXHIBITS](index=56&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the report, including various agreements (asset purchase, merger, unit purchase), organizational documents, and certifications - The exhibits include various agreements such as the Asset Purchase Agreement (Rochal, Applied), Agreement and Plan of Merger (Precision Healing), Membership Interest Purchase Agreement (Scendia Biologics), and Unit Purchase Agreement (CarePICS)[261](index=261&type=chunk) - Organizational documents like the Amended and Restated Certificate of Formation and Bylaws are also filed[261](index=261&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are included, as required by the Sarbanes-Oxley Act[261](index=261&type=chunk) [SIGNATURES](index=58&type=section&id=SIGNATURES) [Report Signature](index=58&type=section&id=Report%20Signature) The report is signed on behalf of Sanara MedTech Inc. by Elizabeth B. Taylor, Chief Financial Officer, on August 13, 2025 - The report was signed by Elizabeth B. Taylor, Chief Financial Officer, on August 13, 2025[266](index=266&type=chunk)

[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) This Form 8-K filing details BranchOut Food Inc.'s financial results, accompanying exhibits, and corporate authorization [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) BranchOut Food Inc. announced selected financial results for the quarter and six-month periods ended June 30, 2025, via a press release - The company issued a press release on **August 11, 2025**, detailing financial results for the quarter and six months ended **June 30, 2025**[4](index=4&type=chunk) - Information in the press release (Exhibit 99.1) is **furnished**, not filed, limiting liability under Section 18 of the Exchange Act[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section details the exhibits accompanying the Form 8-K filing, primarily the August 11, 2025, press release - Exhibits include **Exhibit 99.1**, the Press Release dated August 11, 2025, and **Exhibit 104**, the Cover Page Interactive Data File[7](index=7&type=chunk) [Signatures](index=3&type=section&id=Signatures) The report was officially signed and authorized by BranchOut Food Inc.'s Chief Executive Officer on August 13, 2025 - The report was signed by **Eric Healy**, CEO of BranchOut Food Inc., on **August 13, 2025**[9](index=9&type=chunk)[10](index=10&type=chunk)

Exhibit 99.1 Dogwood Therapeutics Reports Second Quarter 2025 Financial Results - Enrollment to-date of 52 patients in the ongoing Halneuron® Phase 2b Trial - - Halneuron® Chemotherapy-Induced Neuropathic Pain ("CINP") Phase 2b study interim data readout remains on track for Q4 2025 - - Low discontinuation rate (5.8%) due to adverse events in the first 38 patients completing the trial suggests Halneuron® and placebo treatment have been generally well tolerated - - Cash on hand of $13.4 million provides oper ...

[Business and Operational Highlights](index=1&type=section&id=Business%20and%20Operational%20Highlights) Dogwood Therapeutics advanced its Halneuron® Phase 2b CINP trial with 52 patients enrolled, anticipating Q4 2025 interim data, and maintains a $13.4 million cash position - Enrollment in the ongoing Halneuron® Phase 2b CINP trial has reached **52 patients**[1](index=1&type=chunk)[3](index=3&type=chunk) - The interim data readout for the Halneuron® CINP Phase 2b study is expected in **Q4 2025**[1](index=1&type=chunk) - The trial has a low discontinuation rate of **5.8%** due to adverse events, indicating that Halneuron® and the placebo have been generally well tolerated[1](index=1&type=chunk) - Cash on hand is **$13.4 million**, which is expected to fund operations through the **first quarter of 2026**[1](index=1&type=chunk)[20](index=20&type=chunk) - Management believes Halneuron® has the potential to be the **first and only FDA-approved treatment** for CINP and sees opportunities to expand its NaV 1.7 research pipeline to other forms of pain[2](index=2&type=chunk) [Proprietary Pipeline Overview](index=3&type=section&id=Proprietary%20Pipeline%20Overview) The company's pipeline features Halneuron® in Phase 2b for CINP, IMC-1 ready for Phase 3 for Fibromyalgia, and IMC-2 for Long-COVID paused due to funding uncertainty - **Halneuron®**: A non-opioid, NaV 1.7 inhibitor in Phase 2b development for treating pain, specifically CINP. It has received FDA Fast Track designation, with interim data expected in **Q4 2025**[9](index=9&type=chunk) - **IMC-1 (famciclovir + celecoxib)**: A combination antiviral treatment for Fibromyalgia (FM) that is ready for Phase 3 development and has also been granted FDA Fast Track designation[9](index=9&type=chunk) - **IMC-2 (valacyclovir + celecoxib)**: A combination antiviral treatment for Long-COVID in Phase 2a development. Current external research funding and partnership discussions for this program are paused due to reductions in government health funding[9](index=9&type=chunk) [Second Quarter 2025 Financial Results](index=3&type=section&id=Second%20Quarter%202025%20Financial%20Results) Dogwood Therapeutics reported a Q2 2025 net loss of $3.8 million, or $1.99 per share, driven by increased R&D and G&A expenses compared to Q2 2024 Expense Category | Expense Category | Q2 2025 | Q2 2024 | Change | Primary Driver | | :--- | :--- | :--- | :--- | :--- | | Research & Development | $2.5M | $0.3M | +$2.2M | $1.6M for Halneuron® CINP Phase 2b study | | General & Administrative | $1.3M | $0.7M | +$0.6M | Legal, accounting, and personnel costs | Metric | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss Attributable to Common Stockholders | $3.8 million | $1.0 million | | Net Loss Per Share (Basic and Diluted) | $1.99 | $1.15 | [Financial Statements](index=8&type=section&id=Financial%20Statements) Detailed financial statements for Q2 2025 and year-to-date show increased losses from R&D spending, alongside a strong cash position and improved stockholders' equity [Condensed Statements of Operations](index=8&type=section&id=Condensed%20Statements%20of%20Operations) Q2 2025 revenue remained at $0, with operating expenses rising to $3.9 million, resulting in a net loss of $3.8 million, and a six-month net loss of $14.7 million | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | R&D Expenses | $2,570 | $336 | | G&A Expenses | $1,353 | $734 | | **Loss from Operations** | **($3,923)** | **($1,070)** | | **Net Loss** | **($3,807)** | **($1,050)** | | **Net Loss Per Share** | **($1.99)** | **($1.15)** | | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | R&D Expenses | $5,007 | $680 | | G&A Expenses | $3,346 | $1,704 | | **Loss from Operations** | **($8,353)** | **($2,384)** | | **Net Loss** | **($14,732)** | **($2,341)** | | **Net Loss Per Share** | **($9.51)** | **($2.78)** | [Condensed Consolidated Balance Sheet](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) As of June 30, 2025, cash stood at $13.4 million, total liabilities decreased to $14.2 million, and stockholders' equity turned positive to $6.9 million | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $13,403 | $14,848 | | Total Assets | $96,693 | $94,308 | | Total Liabilities | $14,152 | $30,027 | | Total Stockholders' Equity (Deficit) | $6,879 | ($10,124) | [About Dogwood Therapeutics](index=5&type=section&id=About%20Dogwood%20Therapeutics) Dogwood Therapeutics is a biopharmaceutical company developing treatments for pain and fatigue, utilizing non-opioid analgesic and antiviral platforms - The company is a development-stage biopharmaceutical firm focused on pain and fatigue-related disorders[11](index=11&type=chunk) - The non-opioid analgesic program is centered on Halneuron®, a highly specific NaV 1.7 sodium channel modulator designed to reduce pain transmission[11](index=11&type=chunk) - The antiviral program includes IMC-1 and IMC-2, which are fixed-dose combinations of anti-herpes antivirals and the anti-inflammatory agent celecoxib, targeting fibromyalgia and Long-COVID respectively[12](index=12&type=chunk)

Part I. Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents BiomX Inc.'s unaudited condensed consolidated financial statements as of June 30, 2025, reflecting a net loss of $13.7 million for the first six months and a cash position of $14.0 million Condensed Consolidated Balance Sheet Data (USD in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $14,046 | $16,856 | | Total current assets | $16,635 | $20,520 | | Total assets | $38,050 | $43,233 | | **Liabilities & Equity** | | | | Total current liabilities | $6,262 | $8,267 | | Total liabilities | $18,890 | $19,085 | | Total stockholders' equity | $19,160 | $24,148 | Condensed Consolidated Statements of Operations (USD in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | R&D expenses, net | $5,014 | $6,897 | $10,264 | $11,002 | | General and administrative expenses | $2,419 | $2,828 | $4,925 | $5,508 | | Operating loss | $7,433 | $9,725 | $15,189 | $16,510 | | Net loss (income) | $6,037 | $(4,471) | $13,696 | $12,856 | | Basic loss (earnings) per share | $0.19 | $(0.14) | $0.50 | $1.95 | Condensed Consolidated Statements of Cash Flows (USD in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,821) | $(22,593) | | Net cash provided by investing activities | $109 | $717 | | Net cash provided by financing activities | $11,884 | $38,772 | | **Net (decrease) increase in cash** | **$(2,828)** | **$16,896** | - The company has incurred significant losses, with an accumulated deficit of **$194.4 million** as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern[51](index=51&type=chunk) - On March 6, 2024, BiomX acquired Adaptive Phage Therapeutics (APT), expanding its pipeline with two Phase 2 assets[45](index=45&type=chunk)[52](index=52&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, detailing business strategy, operational results, liquidity, and financial outlook, including a going concern warning [Business Overview and Clinical Developments](index=32&type=section&id=Business%20Overview%20and%20Clinical%20Developments) BiomX is a clinical-stage company developing phage therapies for chronic diseases, primarily focusing on cystic fibrosis (BX004) and diabetic foot osteomyelitis (BX211), and has discontinued its atopic dermatitis program - The company's primary focus is on developing phage therapies for chronic diseases, specifically cystic fibrosis (CF) with product candidate **BX004** and diabetic foot osteomyelitis (DFO) with **BX211**[126](index=126&type=chunk) - A Phase 2b study for **BX004** in CF patients was initiated, with the first patient dosed on July 14, 2025, and topline results expected in the **first quarter of 2026**[138](index=138&type=chunk) - The Phase 2 trial for **BX211** in DFO patients showed positive results, with statistically significant improvement in ulcer size reduction (**p=0.046 at week 12**), and the company is planning a potential registrational study[142](index=142&type=chunk)[144](index=144&type=chunk)[147](index=147&type=chunk) - The development of **BX005** for atopic dermatitis was discontinued in 2024 to focus resources on the CF and DFO programs[150](index=150&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) This subsection compares the company's operating results for the three and six-month periods ended June 30, 2025, and 2024, highlighting decreased R&D and G&A expenses and a net loss in Q2 2025 Comparison of Operating Results (USD in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | R&D expenses, net | $5,014 | $6,897 | $10,264 | $11,002 | | G&A expenses | $2,419 | $2,828 | $4,925 | $5,508 | | Operating loss | $7,433 | $9,725 | $15,189 | $16,510 | | Net loss (income) | $6,037 | $(4,471) | $13,696 | $12,856 | - R&D expenses for Q2 2025 decreased by **$1.9 million (28%)** year-over-year, primarily due to workforce reduction and lower rent expenses, partially offset by costs for the new Phase 2b CF trial[152](index=152&type=chunk)[159](index=159&type=chunk) - G&A expenses for Q2 2025 decreased by **$0.4 million (14%)** year-over-year, driven by a reduction in legal and professional service fees[153](index=153&type=chunk) - For the six months ended June 30, 2025, R&D expenses decreased by **$0.7 million (6%)** and G&A expenses decreased by **$0.6 million (11%)** compared to the same period in 2024[160](index=160&type=chunk)[161](index=161&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had $15.2 million in cash, expected to fund operations into Q1 2026, but faces substantial doubt about its going concern ability due to recurring losses and future funding needs - The company's cash, cash equivalents, and restricted cash of **$15.2 million** as of June 30, 2025, are expected to fund operations into the **first quarter of 2026**[169](index=169&type=chunk)[184](index=184&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern and is exploring additional financing options, including equity or debt financing, grants, and collaborations[169](index=169&type=chunk)[185](index=185&type=chunk) - Net cash used in operating activities was **$14.8 million** for the first six months of 2025, a decrease from **$22.6 million** in the same period of 2024[170](index=170&type=chunk)[171](index=171&type=chunk) - The company raised gross proceeds of approximately **$50 million** from the March 2024 PIPE and a total of **$12.0 million** from the February 2025 SPA and concurrent warrant exercise[180](index=180&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, BiomX is exempt from providing disclosures regarding market risk under this item - As a smaller reporting company, BiomX is not required to make disclosures under Item 3 regarding market risk[186](index=186&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of the end of the reporting period, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[188](index=188&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[189](index=189&type=chunk) Part II. Other Information [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and XBRL data files - This section provides a list of all exhibits filed as part of the quarterly report, including officer certifications and Inline XBRL documents[191](index=191&type=chunk) Part III. Signatures [Signatures](index=46&type=section&id=Signatures) The report is duly signed and authorized by the company's Chief Executive Officer and Chief Financial Officer as of August 13, 2025 - The Form 10-Q report was signed on August 13, 2025, by Jonathan Solomon, Chief Executive Officer, and Marina Wolfson, Chief Financial Officer[197](index=197&type=chunk)[198](index=198&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 ___________________________ (Commission File Number) (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 228 Hamilton Road Palo Alto, California 94301 (Address of principal executive offices) (Zip Code) (650) 644-4160 CLOUDASTRUCTU ...