UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	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 001-39678

SANARA MEDTECH INC.

(Exact name of Registrant as specified in its charter)

Texas		59-2219994
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1200 Summit Ave, Suite 414, Fort Worth, Texas 76102

(Address of principal executive offices)

(817) 529-2300

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SMTI		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☐	☐	☒	☒	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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.

SANARA MEDTECH INC.

Form 10-Q

Quarter Ended June 30, 2025

	Page

*Part I – Financial Information*	3

Item 1. Financial Statements	3

Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3

Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	4

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	5

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2025 and 2024	6

Notes to Unaudited Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3. Quantitative and Qualitative Disclosures about Market Risk	49

Item 4. Controls and Procedures	49

*Part II – Other Information*	50

Item 1. Legal Proceedings	50

Item 1A. Risk Factors	50

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3. Defaults Upon Senior Securities	50

Item 4. Mine Safety Disclosures	50

Item 5. Other Information	50

Item 6. Exhibits	51

Signatures	52

Sanara, Sanara MedTech, our logo and our other trademarks or service marks appearing in this report are the property of Sanara MedTech Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, ™ or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Unless otherwise indicated, “Sanara MedTech,” “Sanara,” the “Company,” “our,” “us,” or “we,” refer to Sanara MedTech Inc. and its consolidated subsidiaries.

Table of Contents

Part I - Financial Information

ITEM 1. FINANCIAL STATEMENTS

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash	$	16,958,744	$	15,878,295
Accounts receivable, net		11,989,698		12,408,819
Accounts receivable – related parties		9,081		40,566
Accounts receivable		9,081		40,566
Inventory, net		3,511,850		2,753,032
Convertible loan receivable		-		1,101,478
Prepaid and other assets		1,200,083		1,123,798
Total current assets		33,669,456		33,305,988

Long-term assets
Intangible assets, net		40,992,568		41,006,776
Goodwill		3,601,781		3,601,781
Investment in equity securities		10,515,812		8,297,223
Right of use assets – operating leases		1,088,149		1,447,907
Property and equipment, net		8,899,879		432,317
Total long-term assets		65,098,189		54,786,004

Total assets	$	98,767,645	$	88,091,992

Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	1,457,301	$	1,499,764
Accounts payable – related parties		32,355		30,913
Accounts payable		32,355		30,913
Accrued bonuses and commissions		10,199,451		10,778,840
Accrued royalties and expenses		2,964,143		2,621,867
Earnout liabilities – current		39,659		-
Operating lease liabilities – current		182,935		358,687
Total current liabilities		14,875,844		15,290,071

Long-term liabilities
Long-term debt		44,216,662		30,689,290
Earnout liabilities – long-term		2,110,945		748,001
Operating lease liabilities – long-term		1,051,290		1,237,051
Other long-term liabilities		1,120,958		1,215,617
Total long-term liabilities		48,499,855		33,889,959

Total liabilities		63,375,699		49,180,030

Commitments and contingencies (Note 9)		-

Shareholders’ equity

SEC Form 10-Q filed by Sanara MedTech Inc.