EX-99.1 2 ex99-1.htm

Exhibit 99.1

Sanara MedTech Inc. Announces Second Quarter 2024 Results

FORT WORTH, TX / GlobeNewswire / August 12, 2024 / Sanara MedTech Inc. Based in Fort Worth, Texas, Sanara MedTech Inc. (“Sanara,” the “Company,” “we,” “our” or “us”) (NASDAQ: SMTI), a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skincare markets, announced today its strategic, operational and financial results for the quarter ended June 30, 2024.

Ron Nixon, Sanara’s CEO, stated, “The second quarter of 2024 was Sanara’s eleventh consecutive record revenue quarter. Our surgical team continues to generate strong sales driven by the efficacy and value proposition of our products. All of our functional areas including clinical, research and development, customer service, marketing, and finance continue to do an outstanding job supporting our growth strategy. In addition to our financial success this quarter, we also took steps to strengthen our senior management team.”

Strategic and Operational Highlights in the Second Quarter 2024

| ● | During the second quarter of 2024, the Company generated a record $20.2 million in sales, representing an eleventh consecutive record revenue quarter for the Company.

| ● | For the three months ended June 30, 2024, the Company had a net loss of $3.5 million, compared to a net loss of $1.9 million for the three months ended June 30, 2023. The Company generated Adjusted EBITDA* of $0.6 million for the three months ended June 30, 2024, compared to Adjusted EBITDA* of ($0.3) million for the three months ended June 30, 2023.

| ● | The Company executed an agreement with a national GPO, increasing the number of facilities where the Company’s products are contracted or approved to be sold by over 1,000.

| ● | The Company currently has agreements with 300+ distributors (+70 since Jan 2024) with 2,500+ potential sellers (+400 since Jan 2024).

| ● | During the trailing twelve-month period, the Company’s products were sold in over 1,100 facilities across 34 states plus the District of Columbia.(1)

| ● | The Company’s products were contracted or approved to be sold in more than 4,000 hospitals/ambulatory surgery centers as of June 30, 2024.

| ● | The Company announced the appointments of Jake Waldrop as Chief Operating Officer and Tyler Palmer as Chief Corporate Development and Strategy Officer.

| ● | The Company announced that it has entered into a $55.0 million non-dilutive term loan agreement with CRG Servicing LLC (“CRG”), an affiliate of CRG LP, a healthcare focused investment fund, to support the Company’s growth initiatives in 2024 and 2025. The Company received $15.0 million in gross proceeds at closing and, subject to certain conditions, has the option to draw up to $39.8 million (as of June 30, 2024) in additional funds in two tranches before June 30, 2025.

(1) Based on a minimum of $50,000 of revenue in the trailing twelve-month period.

* Adjusted EBITDA is a non-GAAP financial measure. See the discussion and the reconciliations at the end of this release for additional information.

Second Quarter 2024 Sales Analysis (Consolidated)

During the second quarter of 2024, the Company continued to further penetrate existing accounts while also expanding into new territories, growing the number of facilities where our products were sold to 800+ in Q2 2024 compared to 600+ in Q2 2023. For the quarter ended June 30, 2024, Sanara generated net revenue of $20.2 million compared to net revenue of $15.8 million for the quarter ended June 30, 2023, a 28% increase from the prior year period. The higher net revenue in the second quarter of 2024 was due to increased sales of soft tissue repair products (CellerateRX® Surgical Activated Collagen®, FORTIFY TRG® Tissue Repair Graft, FORTIFY FLOWABLE® Extracellular Matrix, BIASURGE® and TEXAGEN® Amniotic Membrane Allograft) as well as a result of increased market penetration, geographic expansion and the Company’s continuing strategy to expand its independent distribution network in both new and existing U.S. markets.

Earnings Analysis (Consolidated)

Sanara reported a net loss of $3.5 million for the quarter ended June 30, 2024, compared to a net loss of $1.9 million for the quarter ended June 30, 2023. The higher net loss in 2024 was primarily due to increased SG&A costs related to direct sales and marketing expenses, which increased $3.4 million compared to the prior year, $0.9 million of executive separation costs, $0.4 million of acquisition costs and higher amortization expenses of $0.3 million related to our intangible assets acquired from Applied Nutritionals during the third quarter of 2023. Our net loss in the second quarter of 2024 also included $0.6 million of interest expense due to our term loan with CRG. These increased costs were partially offset by higher gross profit of $4.6 million and lower R&D expenses of $0.2 million.

The Company generated Adjusted EBITDA of $0.6 million for the quarter ended June 30, 2024, compared to Adjusted EBITDA of ($0.3) million for the quarter ended June 30, 2023.

Earnings Analysis (Segmented)

Sanara Surgical generated a net loss of $2.2 million for the quarter ended June 30, 2024, compared to net income of $0.1 million for the quarter ended June 30, 2023. Tissue Health Plus (“THP”) produced a net loss of $1.3 million for the quarter ended June 30, 2024, compared to a net loss of $2.0 million for the quarter ended June 30, 2023.

Sanara Surgical generated Segment EBITDA* of $1.4 million for the quarter ended June 30, 2024, compared to Segment EBITDA* of $1.1 million for the quarter ended June 30, 2023. THP produced Segment EBITDA* of ($0.8) million for the quarter ended June 30, 2024, compared to Segment EBITDA* of ($1.4) million for the quarter ended June 30, 2023.

* Segment EBITDA is a non-GAAP financial measure. See the discussion and the reconciliations at the end of this release for additional information.

Conference Call

Sanara will host a conference call on Tuesday, August 13, 2024, at 9:00 a.m. Eastern Time. The toll-free number to call for this teleconference is 888-506-0062 (international callers: 973-528-0011) and the access code is 984768. A telephonic replay of the conference call will be available through Tuesday, August 27, 2024, by dialing 877-481-4010 (international callers: 919-882-2331) and entering the replay passcode: 50973.

A live webcast of Sanara’s conference call will be available under the Investor Relations section of the Company’s website, www.SanaraMedTech.com. A one-year online replay will be available after the conclusion of the live broadcast.

About Sanara MedTech Inc.

Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skincare markets. The Company markets, distributes and develops surgical, wound and skincare products for use by physicians and clinicians in hospitals, clinics and all post-acute care settings and offers wound care and dermatology virtual consultation services via telemedicine. Sanara’s products are primarily sold in the North American advanced wound care and surgical tissue repair markets. Sanara markets and distributes CellerateRX® Surgical Activated Collagen, FORTIFY TRG® Tissue Repair Graft and FORTIFY FLOWABLE® Extracellular Matrix as well as a portfolio of advanced biologic products focusing on ACTIGENTM Verified Inductive Bone Matrix, ALLOCYTE® Plus Advanced Viable Bone Matrix, BiFORM® Bioactive Moldable Matrix, TEXAGEN® Amniotic Membrane Allograft, and BIASURGE® Advanced Surgical Solution to the surgical market. In addition, the following products are sold in the wound care market: BIAKŌS® Antimicrobial Skin and Wound Cleanser, BIAKŌS® Antimicrobial Wound Gel, and BIAKŌS® Antimicrobial Skin and Wound Irrigation Solution. Sanara’s pipeline also contains potentially transformative product candidates for mitigation of opportunistic pathogens and biofilm, wound re-epithelialization and closure, necrotic tissue debridement and cell compatible substrates. The Company believes it has the ability to drive its pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. Sanara is constantly seeking long-term strategic partnerships with a focus on products that improve outcomes at a lower overall cost.

Information about Forward-Looking Statements

The statements in this press release that do not constitute historical facts are “forward-looking statements,” within the meaning of and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements may be identified by terms such as “aims,” “anticipates,” “believes,” contemplates,” “continue,” “could,” “estimates,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “targets,” “will” or “would,” or the negatives of these terms, variations of these terms or other similar expressions. These forward-looking statements include, among others, statements regarding the development of new products, the timing of commercialization of our products, the regulatory approval process and expansion of the Company’s business in telehealth and wound care. These items involve risks, contingencies and uncertainties such as our ability to build out our executive team, our ability to identify and effectively utilize the net proceeds of the term loan to support the Company’s growth initiatives, the extent of product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, uncertainties associated with the development and process for obtaining regulatory approval for new products, the ability to consummate and integrate acquisitions, and other risks, contingencies and uncertainties detailed in the Company’s SEC filings, which could cause the Company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by these statements.

All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to revise any of these statements to reflect the future circumstances or the occurrence of unanticipated events, except as required by applicable securities laws.

Investor Contact:

Callon Nichols, Director of Investor Relations

713-826-0524

CNichols@sanaramedtech.com

SOURCE: Sanara MedTech Inc.

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

|  | (Unaudited) |  |  |  |
|  | June 30, |  |  | December 31, |
|  | 2024 |  |  | 2023 |
Assets |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |
Cash |  | $ | 6,150,375 |  |  | $ | 5,147,216 |
Accounts receivable, net |  |  | 10,495,742 |  |  |  | 8,474,965 |
Accounts receivable – related parties |  |  | 111,412 |  |  |  | 8,400 |
Royalty receivable |  |  | - |  |  |  | 49,344 |
Inventory, net |  |  | 3,564,659 |  |  |  | 4,717,533 |
Prepaid and other assets |  |  | 489,240 |  |  |  | 608,411 |
Total current assets |  |  | 20,811,428 |  |  |  | 19,005,869 |
Long-term assets |  |  |  |  |  |  |  |
Intangible assets, net |  |  | 42,977,404 |  |  |  | 44,926,061 |
Goodwill |  |  | 3,601,781 |  |  |  | 3,601,781 |
Investment in equity securities |  |  | 3,084,278 |  |  |  | 3,084,278 |
Right of use assets – operating leases |  |  | 1,792,448 |  |  |  | 1,995,204 |
Property and equipment, net |  |  | 1,116,266 |  |  |  | 1,257,956 |
Total long-term assets |  |  | 52,572,177 |  |  |  | 54,865,280 |
Total assets |  | $ | 73,383,605 |  |  | $ | 73,871,149 |
Liabilities and shareholders’ equity |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |
Accounts payable |  | $ | 750,538 |  |  | $ | 1,924,082 |
Accounts payable – related parties |  |  | 145,487 |  |  |  | 77,805 |
Accrued bonuses and commissions |  |  | 6,715,062 |  |  |  | 7,676,770 |
Accrued royalties and expenses |  |  | 2,475,488 |  |  |  | 2,047,678 |
Earnout liabilities – current |  |  | 1,085,549 |  |  |  | 1,100,000 |
Current portion of debt |  |  | - |  |  |  | 580,357 |
Operating lease liabilities – current |  |  | 393,663 |  |  |  | 361,185 |
Total current liabilities |  |  | 11,565,787 |  |  |  | 13,767,877 |
Long-term liabilities |  |  |  |  |  |  |  |
Long-term debt, net of current portion |  |  | 14,371,485 |  |  |  | 9,113,123 |
Earnout liabilities – long-term |  |  | 2,654,001 |  |  |  | 2,723,001 |
Operating lease liabilities – long-term |  |  | 1,512,584 |  |  |  | 1,737,445 |
Other long-term liabilities |  |  | 1,877,753 |  |  |  | 1,941,686 |
Total long-term liabilities |  |  | 20,415,823 |  |  |  | 15,515,255 |
Total liabilities |  |  | 31,981,610 |  |  |  | 29,283,132 |
Commitments and contingencies |  |  |  |  |  |  |  |
Shareholders’ equity |  |  |  |  |  |  |  |
Common Stock: $0.001 par value, 20,000,000 shares authorized; 8,746,976 issued and outstanding as of June 30, 2024 and 8,535,239 issued and outstanding as of December 31, 2023 |  |  | 8,747 |  |  |  | 8,535 |
Additional paid-in capital |  |  | 75,085,515 |  |  |  | 72,860,556 |
Accumulated deficit |  |  | (33,387,960 | ) |  |  | (28,036,814 | )
Total Sanara MedTech shareholders’ equity |  |  | 41,706,302 |  |  |  | 44,832,277 |
Equity attributable to noncontrolling interest |  |  | (304,307 | ) |  |  | (244,260 | )
Total shareholders’ equity |  |  | 41,401,995 |  |  |  | 44,588,017 |
Total liabilities and shareholders’ equity |  | $ | 73,383,605 |  |  | $ | 73,871,149 |

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Net Revenue |  | $ | 20,158,823 |  |  | $ | 15,753,164 |  |  | $ | 38,695,461 |  |  | $ | 31,275,081 |
Cost of goods sold |  |  | 2,008,686 |  |  |  | 2,187,516 |  |  |  | 3,898,732 |  |  |  | 4,313,175 |
Gross profit |  |  | 18,150,137 |  |  |  | 13,565,648 |  |  |  | 34,796,729 |  |  |  | 26,961,906 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling, general and administrative expenses |  |  | 18,957,608 |  |  |  | 13,811,476 |  |  |  | 35,149,867 |  |  |  | 26,780,545 |
Research and development |  |  | 985,651 |  |  |  | 1,177,128 |  |  |  | 1,931,949 |  |  |  | 2,494,452 |
Depreciation and amortization |  |  | 1,105,507 |  |  |  | 803,694 |  |  |  | 2,210,927 |  |  |  | 1,582,569 |
Change in fair value of earnout liabilities |  |  | (13,773 | ) |  |  | (360,470 | ) |  |  | (79,451 | ) |  |  | (813,157 | )
Total operating expenses |  |  | 21,034,993 |  |  |  | 15,431,828 |  |  |  | 39,213,292 |  |  |  | 30,044,409 |
Operating loss |  |  | (2,884,856 | ) |  |  | (1,866,180 | ) |  |  | (4,416,563 | ) |  |  | (3,082,503 | )
Other expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (644,346 | ) |  |  | - |  |  |  | (911,682 | ) |  |  | (6 | )
Total other expense |  |  | (644,346 | ) |  |  | - |  |  |  | (911,682 | ) |  |  | (6 | )
Net loss |  |  | (3,529,202 | ) |  |  | (1,866,180 | ) |  |  | (5,328,245 | ) |  |  | (3,082,509 | )
Less: Net loss attributable to noncontrolling interest |  |  | (25,188 | ) |  |  | (38,447 | ) |  |  | (60,047 | ) |  |  | (76,876 | )
Net loss attributable to Sanara MedTech shareholders |  | $ | (3,504,014 | ) |  | $ | (1,827,733 | ) |  | $ | (5,268,198 | ) |  | $ | (3,005,633 | )
Net loss per share of common stock, basic and diluted |  | $ | (0.41 | ) |  | $ | (0.22 | ) |  | $ | (0.62 | ) |  | $ | (0.37 | )
Weighted average number of common shares outstanding, basic and diluted |  |  | 8,468,835 |  |  |  | 8,226,271 |  |  |  | 8,444,101 |  |  |  | 8,200,173 |

SANARA MEDTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|  | Six Months Ended |
|  | June 30, |
|  | 2024 |  |  | 2023 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net loss |  | $ | (5,328,245 | ) |  | $ | (3,082,509 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 2,210,927 |  |  |  | 1,582,569 |
Credit loss expense |  |  | 155,930 |  |  |  | 86,000 |
Inventory obsolescence |  |  | 259,577 |  |  |  | 69,990 |
Share-based compensation |  |  | 2,214,931 |  |  |  | 1,724,637 |
Noncash lease expense |  |  | 202,756 |  |  |  | 144,628 |
Back-end fee |  |  | 52,500 |  |  |  | - |
Paid-in-kind interest |  |  | 161,875 |  |  |  | - |
Accretion of finance liabilities |  |  | 117,267 |  |  |  | - |
Amortization and write-off of debt issuance costs |  |  | 100,883 |  |  |  | - |
Change in fair value of earnout liabilities |  |  | (79,451 | ) |  |  | (813,157 | )
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable, net |  |  | (2,127,363 | ) |  |  | (371,094 | )
Accounts receivable – related parties |  |  | (103,012 | ) |  |  | 77,886 |
Inventory, net |  |  | 893,297 |  |  |  | (941,854 | )
Prepaid and other assets |  |  | 119,172 |  |  |  | 618,877 |
Accounts payable |  |  | (1,173,544 | ) |  |  | (376,521 | )
Accounts payable – related parties |  |  | 67,682 |  |  |  | 62,620 |
Accrued royalties and expenses |  |  | 402,610 |  |  |  | (248,769 | )
Accrued bonuses and commissions |  |  | (961,709 | ) |  |  | (1,859,029 | )
Operating lease liabilities |  |  | (192,383 | ) |  |  | (135,436 | )
Net cash used in operating activities |  |  | (3,006,300 | ) |  |  | (3,461,162 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | (124,580 | ) |  |  | (40,650 | )
Proceeds from disposal of property and equipment |  |  | - |  |  |  | 650 |
Net cash used in investing activities |  |  | (124,580 | ) |  |  | (40,000 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Loan proceeds, net |  |  | 14,112,747 |  |  |  | - |
Pay off line of credit |  |  | (9,750,000 | ) |  |  | - |
Equity offering net proceeds |  |  | - |  |  |  | 1,033,761 |
Net settlement of equity-based awards |  |  | (72,708 | ) |  |  | (431,366 | )
Cash payment of finance and earnout liabilities |  |  | (156,000 | ) |  |  | - |
Net cash provided by financing activities |  |  | 4,134,039 |  |  |  | 602,395 |
Net increase (decrease) in cash |  |  | 1,003,159 |  |  |  | (2,898,767 | )
Cash, beginning of period |  |  | 5,147,216 |  |  |  | 8,958,995 |
Cash, end of period |  | $ | 6,150,375 |  |  | $ | 6,060,228 |
Cash paid during the period for: |  |  |  |  |  |  |  |
Interest |  | $ | 549,227 |  |  | $ | 6 |
Supplemental noncash investing and financing activities: |  |  |  |  |  |  |  |
Right of use assets obtained in exchange for lease obligations |  |  | - |  |  |  | 1,369,164 |

SANARA MEDTECH INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES (UNAUDITED)

To supplement the Company’s financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call, including Adjusted EBITDA and Segment EBITDA. The Company’s management uses these non-GAAP financial measures, both internally and externally, to assess and communicate the financial performance of the Company. The Company defines Adjusted EBITDA as net loss excluding interest expense/income, provision/benefit for income taxes, depreciation and amortization, non-cash share-based compensation expense, change in fair value of earnout liabilities, effects of noncontrolling interests, executive separation costs, legal and diligence expenses related to acquisitions, and gains/losses on the disposal of property and equipment, as each is applicable to the periods presented. Prior to the fiscal quarter ended June 30, 2024, the Company did not exclude executive separation costs or legal and diligence expenses related to acquisitions in calculating Adjusted EBTIDA. However, after reevaluation, the Company has determined that presenting Adjusted EBITDA without excluding such costs provides less valuable information about the Company’s core operations. As a result, beginning with the fiscal quarter ended June 30, 2024, executive separation costs and legal and diligence expenses related to acquisitions are now excluded from the calculation of Adjusted EBITDA. Certain prior periods have been recast below to conform to the current definition. Segment EBITDA is calculated in the same manner as Adjusted EBITDA but is presented on a segment basis.

The Company’s believes Adjusted EBITDA and Segment EBITDA are useful to investors because they facilitate comparisons of its core business operations across periods on a consistent basis. Accordingly, the Company adjusts for certain items, such as change in fair value of earnout liabilities, when calculating Adjusted EBITDA and Segment EBITDA because the Company believes that such items are not related to the Company’s core business operations.

The Company’s non-GAAP financial measures are not in accordance with, nor an alternative for, measures conforming to GAAP and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. The Company continues to provide all information required by GAAP, but it believes that evaluating its ongoing operating results may not be as useful if an investor or other user is limited to reviewing only GAAP financial measures. The Company does not, nor does it suggest that investors should, consider these non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Material limitations associated with the use of such measures include that they do not reflect all costs included in operating expenses and may not be comparable with similarly named financial measures of other companies. Furthermore, these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances. The Company presents these non-GAAP financial measures to provide investors with information to evaluate the Company’s operating results in a manner similar to how management evaluates business performance. To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in understanding and analyzing the results of the business to review both GAAP information and the related non-GAAP financial measures. Whenever the Company uses a non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors are encouraged to review and consider these reconciliations.

Segment EBITDA is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. We have provided a reconciliation of this measure as it relates to our segments below.

Reconciliation of Net Income (Loss) to Segment EBITDA and Adjusted EBITDA (Unaudited):

|  | Three Months Ended |
|  | June 30, |
|  | 2024 |  |  | 2023 |
|  | Sanara Surgical |  |  | THP |  |  | Total |  |  | Sanara Surgical |  |  | THP |  |  | Total |
Net Income (Loss) |  | $ | (2,214,313 | ) |  | $ | (1,314,889 | ) |  | $ | (3,529,202 | ) |  | $ | 95,098 |  |  | $ | (1,961,278 | ) |  | $ | (1,866,180 | )
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 644,346 |  |  |  | - |  |  |  | 644,346 |  |  |  | - |  |  |  | - |  |  |  | - |
Income tax benefit |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Depreciation and amortization |  |  | 698,407 |  |  |  | 407,100 |  |  |  | 1,105,507 |  |  |  | 396,597 |  |  |  | 407,097 |  |  |  | 803,694 |
Noncash share-based compensation |  |  | 1,046,321 |  |  |  | 36,429 |  |  |  | 1,082,750 |  |  |  | 1,064,516 |  |  |  | 62,816 |  |  |  | 1,127,332 |
Change in fair value of earnout liabilities |  |  | 89,330 |  |  |  | (103,103 | ) |  |  | (13,773 | ) |  |  | (436,004 | ) |  |  | 75,534 |  |  |  | (360,470 | )
Executive separation costs(1) |  |  | 904,780 |  |  |  | - |  |  |  | 904,780 |  |  |  | - |  |  |  | - |  |  |  | - |
Acquisition costs |  |  | 225,088 |  |  |  | 172,685 |  |  |  | 397,773 |  |  |  | - |  |  |  | - |  |  |  | - |
Segment EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) |  | $ | 1,393,959 |  |  | $ | (801,778 | ) |  | $ | 592,181 |  |  | $ | 1,120,207 |  |  | $ | (1,415,831 | ) |  | $ | (295,624 | )

(1) - Includes $328,795 of share-based compensation related to executive separation costs.

|  | Six Months Ended |
|  | June 30, |
|  | 2024 |  |  | 2023 |
|  | Sanara Surgical |  |  | THP |  |  | Total |  |  | Sanara Surgical |  |  | THP |  |  | Total |
Net Income (Loss) |  | $ | (2,691,798 | ) |  | $ | (2,636,447 | ) |  | $ | (5,328,245 | ) |  | $ | 614,061 |  |  | $ | (3,696,570 | ) |  | $ | (3,082,509 | )
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 911,682 |  |  |  | - |  |  |  | 911,682 |  |  |  | 6 |  |  |  | - |  |  |  | 6 |
Depreciation and amortization |  |  | 1,396,908 |  |  |  | 814,019 |  |  |  | 2,210,927 |  |  |  | 768,616 |  |  |  | 813,953 |  |  |  | 1,582,569 |
Noncash share-based compensation |  |  | 1,799,936 |  |  |  | 86,200 |  |  |  | 1,886,136 |  |  |  | 1,609,729 |  |  |  | 114,908 |  |  |  | 1,724,637 |
Change in fair value of earnout liabilities |  |  | (14,451 | ) |  |  | (65,000 | ) |  |  | (79,451 | ) |  |  | (627,132 | ) |  |  | (186,025 | ) |  |  | (813,157 | )
Executive separation costs(1) |  |  | 904,780 |  |  |  | - |  |  |  | 904,780 |  |  |  | - |  |  |  | - |  |  |  | - |
Acquisition costs |  |  | 225,088 |  |  |  | 172,685 |  |  |  | 397,773 |  |  |  | - |  |  |  | - |  |  |  | - |
Segment EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) |  | $ | 2,532,145 |  |  | $ | (1,628,543 | ) |  | $ | 903,602 |  |  | $ | 2,365,280 |  |  | $ | (2,953,734 | ) |  | $ | (588,454 | )

(1) - Includes $328,795 of share-based compensation related to executive separation costs.

ANNEX

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

|  | Three Months Ended |
|  | March 31, |  |  | December 31, |  |  | September 30, |  |  | June 30, |  |  | March 31, |  |  | December 31, |  |  | September 30, |
|  | 2024 |  |  | 2023 |  |  | 2023 |  |  | 2023 |  |  | 2023 |  |  | 2022 |  |  | 2022 |
|  | Consolidated |  |  | Consolidated |  |  | Consolidated |  |  | Consolidated |  |  | Consolidated |  |  | Consolidated |  |  | Consolidated |
Net Income (Loss) |  | $ | (1,799,043 | ) |  | $ | (262,444 | ) |  | $ | (1,094,949 | ) |  | $ | (1,866,180 | ) |  | $ | (1,216,329 | ) |  | $ | (4,163,485 | ) |  | $ | (1,529,252 | )
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 267,336 |  |  |  | 269,783 |  |  |  | 188,294 |  |  |  | - |  |  |  | 6 |  |  |  | - |  |  |  | - |
Income tax benefit |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,702,890 | )
Depreciation and amortization |  |  | 1,105,420 |  |  |  | 1,094,783 |  |  |  | 997,674 |  |  |  | 803,694 |  |  |  | 778,875 |  |  |  | 814,316 |  |  |  | 814,881 |
Noncash share-based compensation |  |  | 803,386 |  |  |  | 860,559 |  |  |  | 857,526 |  |  |  | 1,127,332 |  |  |  | 597,305 |  |  |  | 781,097 |  |  |  | 683,202 |
Change in fair value of earnout liabilities |  |  | (65,678 | ) |  |  | (1,954,985 | ) |  |  | (681,753 | ) |  |  | (360,470 | ) |  |  | (452,687 | ) |  |  | 111,630 |  |  |  | 109,689 |
Loss on disposal of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | (242 | ) |  |  | 376 |
Acquisition costs |  |  | - |  |  |  | 423,513 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 19,538 |  |  |  | 68,180 |
Adjusted EBITDA* |  | $ | 311,421 |  |  | $ | 431,209 |  |  | $ | 266,792 |  |  | $ | (295,624 | ) |  | $ | (292,830 | ) |  | $ | (2,437,146 | ) |  | $ | (1,555,814 | )

*Adjusted EBITDA has been recast from prior period presentations to conform to current period presentations to include adjustments for acquisition costs.