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
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 001-35887
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(770 ) 651-9100
(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 | ||||||
Securities registered pursuant to Section 12(g) of the Act: None.
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.
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).
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
There were 148,945,731 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of April 23, 2026.
Table of Contents
| Part I FINANCIAL INFORMATION | ||||||||
| Item 1 | Financial Statements (Unaudited) | |||||||
| Condensed Consolidated Balance Sheets | ||||||||
| Condensed Consolidated Statements of Operations | ||||||||
| Condensed Consolidated Statements of Stockholders’ Equity | ||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||
| Notes to the Condensed Consolidated Financial Statements | ||||||||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4 | Controls and Procedures | |||||||
| Part II OTHER INFORMATION | ||||||||
| Item 1 | Legal Proceedings | |||||||
| Item 1A | Risk Factors | |||||||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 3 | Defaults upon Senior Securities | |||||||
| Item 4 | Mine Safety Disclosures | |||||||
| Item 5 | Other Information | |||||||
| Item 6 | Exhibits | |||||||
| Signatures | ||||||||
3
Explanatory Note and Important Cautionary Statement Regarding Forward-Looking Statements
As used herein, the terms “MIMEDX,” the “Company,” “we,” “our” and “us” refer to MiMedx Group, Inc., a Florida corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only MiMedx Group, Inc.
Certain statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended. All statements herein relating to events or results that may occur in the future are forward-looking statements, including, without limitation, statements regarding the following:
•our strategic focus and current business priorities, including broadening of our product portfolio, and our ability to implement these priorities;
•our expectations regarding demand for our Wound products in response to recent changes in Medicare reimbursement for skin substitutes;
•our expectations of the impact of our cost reduction initiatives;
•our expectations regarding costs relating to compliance with regulatory requirements;
•our expectations regarding capital allocation;
•our expectations regarding future growth;
•our expectations regarding the outcome of pending litigation and investigations;
•our expectations regarding future income tax liability;
•demographic and market trends; and
•our ability to compete effectively.
Forward-looking statements generally can be identified by words such as “expect,” “will,” “change,” “intend,” “seek,” “target,” “future,” “plan,” “continue,” “potential,” “possible,” “could,” “estimate,” “may,” “anticipate,” “to be” and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Company’s operations and may cause the Company’s actual actions, results, financial condition, performance or achievements to differ materially from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Factors that may cause such a difference include, without limitation, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 and those discussed in Part II, Item 1A, Risk Factors, if any.
Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, a change in circumstances or otherwise. Each forward-looking statement contained in this Quarterly Report is specifically qualified in its entirety by the aforementioned factors. Readers are advised to carefully read this Quarterly Report in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions and not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report with the SEC.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Deferred tax asset, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long term debt, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Stockholders' equity | |||||||||||
Common stock; $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Total stockholders' equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements
5
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Amortization of intangible assets | |||||||||||
| Operating income | ( | ||||||||||
| Other expense, net | |||||||||||
Interest income, net | |||||||||||
| Other expense, net | ( | ( | |||||||||
(Loss) income before income tax | ( | ||||||||||
| Income tax provision | ( | ||||||||||
Net (loss) income | $ | ( | $ | ||||||||
Basic net (loss) income per common share | $ | ( | $ | ||||||||
Diluted net (loss) income per common share | $ | ( | $ | ||||||||
| Weighted average common shares outstanding - basic | |||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||
See notes to unaudited condensed consolidated financial statements
6
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| Common Stock Issued | Additional Paid-In | Accumulated | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Share-based compensation expense reversal | — | — | ( | — | ( | ||||||||||||||||||||||||
| Employee stock purchase plan | — | — | |||||||||||||||||||||||||||
| Issuance of restricted stock, net | ( | — | ( | ||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In | Accumulated | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | |||||||||||||||||||||||||||
| Issuance of restricted stock, net | ( | — | ( | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
7
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income from operations | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash flows provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Credit loss expense | |||||||||||
| Non-cash lease expenses | |||||||||||
| Share-based compensation | ( | ||||||||||
| Deferred income taxes | ( | ||||||||||
| Other | |||||||||||
| Increase (decrease) in cash resulting from changes in: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventory | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued compensation | ( | ( | |||||||||
| Accrued expenses | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash flows provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Cash paid for acquisitions | ( | ||||||||||
| Purchases of equipment | ( | ( | |||||||||
| Patent application costs | ( | ( | |||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Stock repurchased for tax withholdings on vesting of restricted stock | ( | ( | |||||||||
| Principal payments on Citizens Term Loan Facility | ( | ( | |||||||||
| Cash paid for Profit Share Payment (Note 12) | ( | ( | |||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| Net change in cash | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements
8
MIMEDX GROUP, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
1.Nature of Business
MiMedx Group, Inc. (together with its subsidiaries, except where the context otherwise requires, “MIMEDX,” or the “Company”) is a pioneer and leader focused on helping humans heal. With more than a decade of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. All of the Company’s products sold in the United States are regulated by the United States Food and Drug Administration (“FDA”).
The Company’s product portfolio and product development focuses on Surgical and Wound markets.
The Company’s business is focused primarily on the United States, but the Company also has an emerging commercial presence in several international locations, including Japan.
2.Significant Accounting Policies
Please see Note 2, Significant Accounting Policies, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 for a description of all significant accounting policies.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. The operating results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in the 2025 Form 10-K.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimates of impairment for goodwill and intangible assets, estimates of useful lives for intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, estimates of fair value of and the probable achievement of performance conditions associated with share-based payment awards, estimates of returns and allowances, estimate of fair value of the remaining Profit Share Payments (as defined below), determination of fair value of hybrid instruments valued under the Fair Value Option, and valuation of deferred tax assets.
Recently Issued Accounting Standards Not Yet Adopted
Accounting Standards Update 2024-04 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
9
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements. ASU 2024-03 is intended to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development. Adoption is required for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
3. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, gross | $ | $ | |||||||||
Less: allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
Activity related to the Company’s allowance for credit losses for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
| Balance at December 31, 2025 | $ | ||||
Credit loss expense | |||||
| Write-offs | ( | ||||
| Balance at March 31, 2026 | $ | ||||
| Balance at December 31, 2024 | $ | ||||
Credit loss expense | |||||
| Write-offs | |||||
| Balance at March 31, 2025 | $ | ||||
4. Inventory
Inventory consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Inventory | $ | $ | |||||||||
10
5. Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Laboratory and clean room equipment | $ | $ | |||||||||
| Furniture and equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
| Asset retirement cost | |||||||||||
| Property and equipment, gross | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense was the following (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Depreciation Expense | $ | $ | |||||||||
6. Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Amortized intangible assets | |||||||||||||||||||||||
| Patents and know-how | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Licenses | ( | ( | |||||||||||||||||||||
| Supplier relationships | ( | ( | |||||||||||||||||||||
| Tradenames and trademarks | ( | ||||||||||||||||||||||
| Total amortized intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||
| Tradenames and trademarks | $ | $ | $ | $ | |||||||||||||||||||
| Patents in Process | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||
11
7. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Commissions to sales agents | $ | $ | |||||||||
| Accrued rebates | |||||||||||
| Estimated sales returns | |||||||||||
| Legal costs | |||||||||||
| Other | |||||||||||
| Accrued expenses | $ | $ | |||||||||
8. Long Term Debt, Net
Citizens Credit Agreement
On January 19, 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with a $75.0 million Revolving Credit Facility and a $20.0 million Term Loan Facility. The Company had no outstanding borrowings under the Revolving Credit Facility as of March 31, 2026. The Term Loan Facility matures on January 19, 2029 (the “Maturity Date”).
Borrowings under the Citizens Credit Agreement bear interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term SOFR as defined therein, in each case plus an applicable margin ranging from 1.25 % and 2.50 % with respect to Alternate Base Rate borrowings and 2.25 % and 3.50 % for Term SOFR borrowings, plus a fallback provision of 0.1 %. The Term Loan Facility carried an interest rate of 6.0 % as of March 31, 2026.
The noncurrent portion of the Term Loan Facility was $16.1 million and $16.5 million as of March 31, 2026 and December 31, 2025, respectively. The current portion of the Term Loan Facility was $1.5
Interest expense related to the Term Loan Facility included in interest income, net in the unaudited condensed consolidated statements of operations was $0.3 million and $0.4 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
A summary of principal payments due on the Term Loan Facility, by year, from March 31, 2026 through maturity are as follows (in thousands):
| Year ending December 31, | Principal | ||||
2026 (excluding the three months ended March 31, 2026) | $ | ||||
2027 | |||||
2028 | |||||
2029 | |||||
| Outstanding principal | $ | ||||
As of March 31, 2026, the fair value of the Term Loan Facility was $16.9 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. Fair value was calculated by discounting the remaining cash flows associated with the Term Loan Facility to March 31, 2026 using this discount rate.
9. Net Income Per Common Share
Net income per common share is calculated using two methods: basic and diluted.
12
Basic Net Income Per Common Share
The following table provides a reconciliation of net income from continuing operations and calculation of basic net income per common share for each of the three months ended March 31, 2026 and 2025 (in thousands, except share and per share amounts).
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Weighted average common shares outstanding | |||||||||||
| Basic net (loss) income per common share | $ | ( | $ | ||||||||
Diluted Net Income Per Common Share
The following table sets forth the computation of diluted net income per common share (in thousands, except share and per share amounts):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Net (loss) income | $ | ( | $ | ||||||||
| Weighted average shares outstanding | |||||||||||
| Adjustments: | |||||||||||
| Potential common shares | |||||||||||
| Restricted stock unit awards | |||||||||||
| Outstanding stock options | |||||||||||
| Performance stock unit awards | |||||||||||
| Employee stock purchase plan | |||||||||||
| Total adjustments | |||||||||||
| Weighted average shares outstanding adjusted for potential common shares | |||||||||||
| Diluted net (loss) income per common share | $ | ( | $ | ||||||||
(a) Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be antidilutive for the periods presented.
Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Restricted stock unit awards | |||||||||||
| Outstanding stock options | |||||||||||
| Performance stock unit awards | |||||||||||
Potential common shares | |||||||||||
10. Income Taxes
The effective tax rates for the Company were 29.2 % and 18.5 % for the three months ended March 31, 2026 and March 31, 2025, respectively.
The increase in the effective tax rate for the three months ended March 31, 2026 was primarily due to the timing of stock-based compensation adjustments, partially offset by limits on the deductibility of executive compensation.
13
11. Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities
Selected cash payments, receipts, and non-cash activities are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Non-cash activities: | |||||||||||
| Issuance of shares pursuant to employee stock purchase plan | |||||||||||
12. Commitments and Contingencies
Profit Share Payments
On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “TELA APA”) with TELA Bio, Inc. (“TELA”) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States. Pursuant to the TELA APA, the Company is required to make payments (the “Profit Share Payments”) of between a minimum of $3.0 million and a maximum of $7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024. The company’s remaining obligation of Profit Share Payments to TELA as of March 31, 2026 was $1.3 million.
As of March 31, 2026, the fair value for the minimum amount of Profit Share Payments was $1.3 million. This amount reflects the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Company’s borrowing rate plus a risk premium, all of which reflect Level 3 inputs. This amount is reflected as part of other current liabilities in the unaudited condensed consolidated balance sheet.
Litigation and Regulatory Matters
In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below). In view of the inherent difficulty of predicting the outcome of such matters, particularly where the plaintiffs or claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual recovery, loss, fines or penalties related to each pending matter may be. The Company's unaudited condensed consolidated balance sheet as of March 31, 2026 reflects the Company's current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. For more information regarding the Company’s legal proceedings, refer to Note 18, “Commitments and Contingencies” in the 2025 Form 10-K.
In accordance with applicable accounting guidance, the Company accrues a liability when those matters present loss contingencies that are both probable and estimable.
The following is a description of certain litigation and regulatory matters to which the Company is a party:
AXIOFILL
The Company received a Warning Letter from the FDA on December 21, 2023, relating to the inspections and classification of AXIOFILL. The Company received a determination letter in March 2024 reaffirming the FDA’s position that AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product under Section 361 of the Public Health Service Act. The Company strongly disagrees with this determination. On March 25, 2024, MIMEDX filed suit in the U.S. District Court for the Northern District of Georgia alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act. The parties each filed motions for summary judgment in the case. On September 25, 2025, the court denied both summary judgment motions without prejudice and requested additional briefing, which occurred on January 30, 2026
13. Revenue
MIMEDX has two product categories: (1) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest, and (2) Wound, which reflects products
14
typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds. The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.
Below is a summary of net sales by product line (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Surgical | $ | ||||||||||
Wound | |||||||||||
| Net sales | $ | $ | |||||||||
The Company did not have significant foreign operations or a single external customer from which 10% or more of net sales were derived during the three months ended March 31, 2026 or 2025.
14. Segment Information
The Company determines its operating segments based on how the Chief Operating Decision Maker (“CODM”) reviews the business and makes resource allocation decisions. The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.
The Company has a single operating segment, which has not been aggregated with other operating segments.
The CODM uses several measures of profit or loss to assess Company performance and allocate resources. Of these measures, net income is the measure that most aligns to GAAP. Other measures used by the CODM include adjusted earnings before interest, taxes, depreciation and amortization. The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Company’s operations, including headcount and compensation.
Each financial statement caption included on the condensed consolidated statements of operations reflects a significant segment expense evaluated by the CODM. In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the condensed consolidated statements of operations.
The below table presents selling and marketing and general administrative expense (amounts in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Selling and marketing | $ | $ | ||||||||||||
General and administrative | ||||||||||||||
Selling, general and administrative | $ | $ | ||||||||||||
Below is a breakout of interest expense and interest income (amounts in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Interest income | $ | $ | ||||||||||||
Interest expense | ( | ( | ||||||||||||
Interest expense, net | $ | $ | ||||||||||||
To see depreciation expense, amortization expense, income tax expense, and significant noncash items for this segment please refer to Note 5, Property and Equipment, Net, Note 6, Intangible Assets, Net, Note 10, Income Taxes, Note 11, Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities, respectively.
The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.
15. Investments
Vaporox Agreement
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Late in the second quarter of 2025, the Company entered into a Convertible Note Purchase Agreement (the “Vaporox Note”) with Vaporox, Inc.(“Vaporox”) for $2.0 million. The note matures in the second quarter of 2028, and contains certain contingent conversion features upon the occurrence of specified events. The Vaporox Note was funded early in the third quarter of 2025.
The Company elected to account for the Vaporox Note pursuant to the Fair Value Option guidance prescribed by Accounting Standards Codification (“ASC”) Topic 825. Management chose this optional guidance for ease of calculation. This requires the Company to measure the Fair Value of the Vaporox Note, in its entirety, at each reporting date. As a result of electing the fair value option, direct costs and fees related to the Vaporox Note are expensed as incurred.
As of March 31, 2026, the fair value of the note was $2.1 million, and was estimated using relevant valuation techniques and a series of Level 3 inputs.
Regen Lab
In December 2025, MiMedx entered into a Distributorship Agreement (the “Regen Agreement”) with Regen Lab USA LLC (“Regen Lab”), which provides the Company with the exclusive right to distribute their RegenKit®-Wound Gel in the United States.
The Regen Agreement was accounted for as an acquisition of assets. All costs of acquisition were allocated to the distributorship agreement and is reflected as a component of intangible assets, net, in the unaudited condensed consolidated balance sheet as of March 31, 2026.
In satisfaction of the obligation created by the Regen Agreement, the Company paid Regen Lab an up-front payment of $5.0 million during January 2026. In addition, the Company may be required to pay up to an additional $5.0 million in contingent consideration upon achievement of cumulative revenue milestones specified in the Regen Agreement.
16. Subsequent Events
Cost Reduction Initiative
In April 2026, the Company announced a cost reduction initiative intended to streamline operations and reduce operating expenses in response to a slower‑than‑expected recovery in the Wound Care market following the implementation of the January 1, 2026 Medicare reimbursement changes. These actions included a reduction in force affecting approximately 15 % of the Company’s workforce. The Company expects to incur one-time expenses of approximately $4 million during the second quarter of 2026 related to these actions.
Town Park Lease Amendment
In April 2026, the Company amended its lease agreement related to one of its manufacturing facilities in Kennesaw, Georgia. The amendment provides for additional space and extends the existing lease term by 11 years through January 2038. Over the extended term of the lease, the Company will pay $9.8 million in rent payments.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
During the first quarter of 2026, the Company delivered the following financial results:
•Net sales of $59 million, reflecting a 33% decrease over the prior year period. which was comprised of:
◦Surgical net sales of $36 million, reflecting an increase of 13% compared to the prior year period; and
◦Wound net sales of $23 million, reflecting a decrease of 60% compared to the prior year period
•GAAP net loss and net loss margin for the first quarter of 2026 of $11 million and 18%, respectively.
•GAAP fully diluted earnings per share for the first quarter of 2026 of $(0.07) compared to $0.05 in the prior year period.
•Cash balance of $160 million, representing a $6 million decrease sequentially and a $53 million increase compared to March 31, 2025.
Additionally during the quarter, the Company launched two new organically developed products, AMNIOFIX® Thyroid Shields and CHORIOFIX™ and entered into an exclusive distribution agreement with Summit Products Group for multiple additional Surgical products, namely G4Derm® Plus, Hydrelix Collagen Matrix and Novaform®.
Overview
MIMEDX is a pioneer and leader focused on helping humans heal. The Company has more than a decade and a half of experience developing and commercializing products used in the treatment of a wide range of Surgical and Wound management applications. All of our products sold in the United States are regulated by the U.S. Food & Drug Administration (“FDA”). We apply Current Good Tissue Practices (“CGTP”) and other applicable quality standards in addition to terminal sterilization to produce our allografts.
This discussion, which presents our results for the three months ended March 31, 2026 and 2025, should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included in this Form 10-Q and the financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 25, 2026 (the “2025 Form 10-K”).
Results of Operations
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Net sales | $ | 58,991 | $ | 88,205 | $ | (29,214) | (33.1) | % | |||||||||||||||
| Cost of sales | 17,368 | 16,558 | 810 | 4.9 | % | ||||||||||||||||||
| Gross profit | 41,623 | 71,647 | (30,024) | (41.9) | % | ||||||||||||||||||
| Selling, general and administrative | 53,231 | 59,969 | (6,738) | (11.2) | % | ||||||||||||||||||
| Research and development | 4,140 | 3,328 | 812 | 24.4 | % | ||||||||||||||||||
| Amortization of intangible assets | 301 | 99 | 202 | nm | |||||||||||||||||||
| Interest income, net | 886 | 506 | 380 | 75.1 | % | ||||||||||||||||||
| Other expense, net | (168) | (145) | (23) | 15.9 | % | ||||||||||||||||||
Income tax provision benefit (expense) | 4,471 | (1,589) | 6,060 | nm | |||||||||||||||||||
Net (loss) income from continuing operations | (10,860) | 7,023 | (17,883) | (254.6) | % | ||||||||||||||||||
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
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Net Sales
Net sales were $59.0 million for the three months ended March 31, 2026, representing a decrease of $29.2 million, or 33.1%, compared to $88.2 million for the three months ended March 31, 2025.
Sales by product category were as follows (amounts in thousands):
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Surgical | $ | 36,374 | $ | 32,132 | $ | 4,242 | 13.2 | % | |||||||||||||||
Wound | 22,617 | 56,073 | (33,456) | (59.7) | % | ||||||||||||||||||
| Total | $ | 58,991 | $ | 88,205 | $ | (29,214) | (33.1) | % | |||||||||||||||
Surgical net sales were $36.4 million for the three months ended March 31, 2026, representing an increase of $4.2 million, or 13.2%, compared to $32.1 million for the three months ended March 31, 2025. This increase was driven by continued growth across the AMNIOFIX®, AMNIOEFFECT®, AXIOFILL®, and HELIOGEN™ product lines as adoption expanded across multiple surgical procedures.
Wound net sales were $22.6 million for the three months ended March 31, 2026, representing a decrease of $33.5 million or 59.7%, compared to $56.1 million for the three months ended March 31, 2025. This decline was primarily driven by the Medicare reimbursement changes that went into effect on January 1, 2026, which resulted in reduced reimbursement rates for skin substitute products, created administrative barriers for patients to receive these products and led to lower realized pricing and volumes within the Wound Care business. During the quarter, the Company also saw initial contributions from sales of its RegenKit PRP offering.
Cost of Sales and Gross Profit Margin
Cost of sales were $17.4 million for the three months ended March 31, 2026, representing an increase of $0.8 million, or 4.9%. compared to $16.6 million for the three months ended March 31, 2025. This increase was driven by higher production cost and increased volume in the Surgical business, largely offset by lower volume in the Wound Care business and reduced amortization of acquired intangible assets.
Gross profit margin was 70.6% for the three months ended March 31, 2026, compared to 81.2% for the three months ended March 31, 2025. This decline was primarily driven by lower Wound Care pricing following the Medicare reimbursement changes, as well as unfavorable product mix and higher costs.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense was $53.2 million for the three months ended March 31, 2026, compared to $60.0 million for the three months ended March 31, 2025. The following table shows the composition of this expense between selling and marketing (“S&M”) and general and administrative (“G&A”) components (amounts in thousands):
| Three Months Ended March 31, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||
Selling and marketing | $ | 43,912 | $ | 46,861 | $ | (2,949) | (6.3) | % | ||||||||||||||||||
General and administrative | 9,319 | 13,108 | (3,789) | (28.9) | % | |||||||||||||||||||||
Selling, general and administrative | $ | 53,231 | $ | 59,969 | $ | (6,738) | (11.2) | % | ||||||||||||||||||
Sales and marketing expenses decreased $2.9 million or 6.3%, year over year, primarily driven by lower commission expense resulting from reduced sales and lower travel and meeting expenses. This decrease was partially offset by higher bad debt expense.
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General and administrative expenses decreased $3.8 million or 28.9% year over year, due to the reduction of compensation-related costs, primarily related to the reversal of stock-based compensation expense associated with outstanding performance stock unit awards. These savings were largely offset by increased legal and regulatory expenses, including cost associated with the ongoing litigation with certain competitors and certain former employees.
Research and Development Expense
Research and development (“R&D”) expense was $4.1 million for the three months ended March 31, 2026, representing an increase of $0.8 million, or 24.4%, compared to $3.3 million for the three months ended March 31, 2025. This increase was driven by higher costs associated with the ongoing EPIEFFECT randomized clinical trial, as well as continued investment in the development of future products within the Company’s pipeline.
Interest Income, Net
Interest income, net was $0.9 million for the three months ended March 31, 2026, representing an increase of $0.4 million or 75.1% compared to $0.5 million for the three months ended March 31, 2025. This increase was primarily driven by higher average cash balances maintained in the Company’s interest-bearing accounts and a reduction in outstanding debt.
Income Tax Provision
The effective tax rates for the Company were 29.2% and 18.5% for the three months ended March 31, 2026 and March 31, 2025, respectively.
The increase in the effective tax rate for the three months ended March 31, 2026 was primarily due to the timing of stock-based compensation adjustments, partially offset by limits on the deductibility of executive compensation.
Discussion of Cash Flows
Operating Activities
Cash generated by operating activities was $1.9 million during the three months ended March 31, 2026, representing a decrease of $3.4 million, compared to $5.3 million for the three months ended March 31, 2025. This decrease was primarily driven by lower net income, partially offset by significant accounts receivable collections.
Investing Activities
Cash used for investing activities was $5.6 million during the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025. This increase reflects a $5.0 million payment to acquire exclusive distribution rights for RegenKit®‑Wound Gel.
Financing Activities
Cash used for financing activities was $2.6 million during the three months ended March 31, 2026, compared to $2.9 million for the three months ended March 31, 2025. Cash used during both periods was primarily driven by stock repurchases to satisfy tax withholding obligations upon vesting of employee equity awards, a principal payment under the Citizens Credit Agreement, and a profit-share payment to TELA Bio, Inc. related to HELIOGEN® sales performance.
Liquidity and Capital Resources
We require capital for our operating activities, including costs associated with the sale of product through direct and indirect sales channels, research and development activities, compliance costs, costs to sell and market our products, regulatory fees, and legal and consulting fees in connection with ongoing litigation and other matters. We generally fund our operating capital requirements through our operating activities and cash reserves. We expect to use capital to invest in the broadening of our product portfolio, including through potential acquisitions, licensing agreements or other arrangements, the international expansion of our business and certain capital projects.
As of March 31, 2026, we had $159.8 million of cash and cash equivalents, total current assets of $240.3 million and total current liabilities of $44.6 million. We had $17.6 million of long term debt outstanding and $75.0 million of availability under our Revolving Credit Facility (as discussed below).
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The Company is currently paying its obligations in the ordinary course of business. We believe that our cash from operating activities, existing cash and cash equivalents, and available credit under the Citizens Credit Agreement, as defined below, will enable us to meet our operational liquidity needs for the twelve months following the filing date of this Quarterly Report.
Citizens Credit Agreement
On January 19, 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with a $75.0 million Revolving Credit Facility and $20.0 million Term Loan Facility. We had no outstanding borrowings under the Revolving Credit Facility facility as of March 31, 2026. The Term Loan Facility matures on January 19, 2029.
The Citizens Credit Agreement requires that we comply with certain financial covenants, including a maximum total net leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as other customary restrictive covenants.
As of March 31, 2026, the Company has $17.6 million of principal outstanding on the Term Loan Facility that bears interest at 6.0% and no borrowings outstanding under the Revolving Credit Facility.
Contractual Obligations
There were no significant changes to our contractual obligations during the three months ended March 31, 2026 from those disclosed in the section Item 7, “Management’s Discussion and Analysis of Financial Condition and Results from Operations”, in the 2025 Form 10-K.
Critical Accounting Estimates
In preparing financial statements, we follow accounting principles generally accepted in the United States, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We regularly review our accounting policies and financial information disclosures. A summary of critical accounting estimates in preparing the financial statements was provided in our Annual Report in the 2025 Form 10-K. There were no new critical accounting estimates applied in the preparation of this Form 10-Q.
Recent Accounting Pronouncements
For the effect of recent accounting pronouncements, see Note 2, Significant Accounting Policies, to the unaudited condensed consolidated financial statements contained herein.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to risks associated with changes in interest rates that could adversely affect our results of operations and financial condition. We do not hedge against interest rate risk.
There have been no material changes in market risk from the information provided in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective at a reasonable assurance level in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
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Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the ordinary course of its business activities, some of which involve claims for substantial amounts. The ultimate outcome of these suits cannot be ascertained at this time.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors included in the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended March 31, 2026, no director or officer of the Company adopted terminated
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1 # | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2 # | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1 # | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2 # | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS # | XBRL Instance Document | |||||||
| 101.SCH # | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL # | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF # | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB # | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE # | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| # | Filed or furnished herewith | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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April 29, 2026 | MIMEDX GROUP, INC. | |||||||
| By: | /s/ Doug Rice | |||||||
| Doug Rice | ||||||||
| Chief Financial Officer | ||||||||
| (duly authorized officer) | ||||||||
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