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SEGMENT REPORTING
 9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
SEGMENT REPORTING

NOTE 13 – SEGMENT REPORTING

 

On September 2, 2025, the Company announced that Seth Yon, its President and Chief Commercial Officer was appointed to the position of President and Chief Executive Officer, effective September 15, 2025. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM reviews operating results and makes decisions about resource allocation. As described in Note 1, the THP segment has met the accounting requirements to be classified as discontinued operations at September 30, 2025, and the Company no longer reports the THP segment. Accordingly, the Company has one operating and reportable segment. The determination that the Company operates as a single segment is consistent with the nature of its operations and the financial information regularly reviewed by the Company’s CODM.

 

Adjusted EBITDA is the primary profitability measure used by the CODM for purposes of assessing financial performance and resource allocation. The Company defines Adjusted EBITDA for the reportable segment as net income (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, share of losses from equity method investments, executive separation costs, legal and diligence expenses related to acquisitions, and gains/losses on disposal of property and equipment, as each are applicable to the periods presented. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. The CODM also reviews budget-to-actual variances for expenses on a monthly basis when making decisions about allocating resources to the segment. The Company has not included any disclosure regarding total segment assets, as no segment level asset information is regularly provided to the CODM.

 

The Company primarily markets and sells soft tissue repair and bone fusion products for use in the operating room or other sterile environments. The Company’s soft tissue repair products include, among other products, the lead product, CellerateRX Surgical, a hydrolyzed collagen that aids in the management of surgical wounds, and BIASURGE Advanced Surgical Solution, which is a sterile no-rinse, advanced surgical solution used for wound irrigation. The Company’s bone fusion products include, among other products, BiFORM, which is an osteoconductive, bioactive, porous implant that allows for bony ingrowth across the graft site, and ALLOCYTE Plus, which is a human allograft cellular bone matrix containing bone-derived progenitor cells and conformable bone fibers.

 

The Company also includes an in-house research and development team, Rochal Technologies, with an extensive pipeline of innovative products under development.

 

 

The following table reflects results of operations including significant segment expenses that are regularly provided to the CODM for the Company’s reportable segment and Adjusted EBITDA for the periods indicated below:

 

   2025   2024   2025   2024 
  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2025   2024   2025   2024 
Net revenue  $26,333,819   $21,671,599   $75,572,167   $60,367,060 
Cost of goods sold   1,874,214    1,991,987    5,646,463    5,890,719 
Selling, general and administrative   19,877,875    17,420,347    58,641,402    51,453,311 
Research and development   1,029,591    783,840    3,036,746    1,945,263 
Depreciation and amortization   610,899    696,888    1,993,477    2,093,797 
Change in fair value of earnout liabilities   -    -    -    (14,451)
Other expense (1)   2,106,747    959,025    5,539,893    1,870,707 
Net income (loss) from continuing operations  $834,493   $(180,488)  $714,186   $(2,872,286)
Adjusted EBITDA  $4,908,257   $2,563,521   $12,323,142   $5,095,670 

 

(1)For the three and nine months ended September 30, 2025 and 2024, other expense included interest expense and share of losses from equity method investments, offset by interest income and gain on disposal of property and equipment.

 

The following table provides a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA for the periods indicated below:

 

   2025   2024   2025   2024 
  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2025   2024   2025   2024 
Net income (loss) from continuing operations  $834,493   $(180,488)  $714,186   $(2,872,286)
Adjustments:                    
Interest expense   1,818,105    927,577    4,926,765    1,839,259 
Depreciation and amortization   610,899    696,888    1,993,477    2,093,797 
Noncash share-based compensation   1,164,070    1,003,599    3,618,437    2,803,536 
Change in fair value of earnout liabilities   -    -    -    (14,451)
Share of losses from equity method investments   288,642    31,448    627,732    31,448 
Gain on disposal of property and equipment   -    -    (10,932)   - 
Interest income   -    -    (3,672)   - 
Executive separation costs (1)   172,048    59,685    432,323    964,466 
Acquisition costs (2)   20,000    24,812    24,826    249,901 
Adjusted EBITDA  $4,908,257   $2,563,521   $12,323,142   $5,095,670 

 

(1)Includes $41,948 and zero of share-based compensation related to executive separation costs for the three months ended September 30, 2025 and 2024, respectively, and $172,122 and $328,795 of share-based compensation related to executive separation costs for the nine months ended September 30, 2025 and 2024, respectively.

 

(2)Acquisition costs include legal, tax, accounting and other contract services related to prospective acquisitions.