v3.26.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Merger Agreement and Debt Financing Commitment
Merger Agreement
On July 29, 2026, the Company entered into a definitive agreement (the “Merger Agreement”) with Sanara MedTech Inc. (“Sanara”) to acquire all outstanding shares of Sanara (the “Acquisition”) in a cash and stock transaction that values Sanara at $35.00 per share, reflecting an enterprise value of approximately $350 million. Under the terms of the agreement, each outstanding share of Sanara common stock will be converted into the right to receive $33.00 in cash and 0.4735 shares of the Company’s common stock, representing aggregate consideration of approximately $303 million in cash and approximately 4.4 million shares of the Company’s common stock, subject to applicable adjustments.
The Merger Agreement contains certain termination rights for both parties. Under specified circumstances, Sanara would be required to pay the Company a termination fee of $9.7 million, and, under other specified circumstances, the Company would be required to pay Sanara a termination fee of $22.5 million. No amounts related to these contingent termination fees have been accrued as of September 30, 2026, as payment of either fee is not considered probable.
Consummation of the Acquisition remains subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), and the satisfaction of other customary closing conditions.
On October 15, 2026, the Company and Sanara each received a request for additional information (the “Second Request”) and documentary materials from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Acquisition. The effect of the Second Request is to extend the waiting period imposed by HSR until 30 days after the parties have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated earlier by the FTC. Completion of the Acquisition remains subject to the expiration or termination of the waiting period under HSR. The Company continues to work constructively with the FTC in its review of the Acquisition.
The Merger Agreement terminates if the Acquisition has not been consummated on or before July 29, 2027 (along with any extensions, the “End Date”). Either the Company or Sanara may extend the End Date to a date not later than January 29, 2028, if certain conditions are met.
As of September 30, 2026, the Acquisition had not closed and no acquisition accounting has been reflected in the Company's unaudited condensed consolidated financial statements.
Hayfin Financing Commitment
Concurrently with the Merger Agreement, the Company obtained a debt financing commitment (the “Hayfin Commitment”) from Hayfin Capital Management LLP (“Hayfin”) for a six-year, $300.0 million (the “Initial Commitment”) first lien senior secured term loan (the “Hayfin Term Loan”) bearing interest at a Term SOFR plus 6.25% (the “Margin”), the proceeds of which, together with cash on hand, are expected to fund the cash portion of the consideration. The Hayfin Commitment is effective until five days following the End Date, inclusive of any extensions.
The Hayfin Commitment requires the Company to pay a ticking fee (the “Ticking Fee”) beginning on October 6, 2026 through the earlier of the Termination Date or the Closing Date (as those terms are defined in the Merger Agreement). The Ticking Fee accrues daily at 1.00% per annum beginning in October 2026, and accrues at 50% of the Margin per annum beginning in January 2027, in each case calculated on the balance of the Initial Commitment.
The Hayfin Commitment is contingent upon the closing of the Acquisition, at which time the Hayfin Term Loan will be funded. As of September 30, 2026, the Hayfin Commitment had not been funded.
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, which the Company markets as HELIOGEN. Pursuant to the TELA APA, the Company was 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.
During the third quarter of 2026, the Company made its final Profit Share Payment to TELA. As of September 30, 2026, the Company has no further obligation to TELA under the TELA APA
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 September 30, 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.
In September 2026, the Court issued an order vacating the FDA's determinations that AXIOFILL is not a Section 361 HCT/P because it is more than minimally manipulated and that AXIOFILL should be classified as a biological product rather than a medical device, and remanded both matters to the FDA for further consideration consistent with the Court's order. The Company continues to believe that AXIOFILL meets the requirements for classification as a Section 361 HCT/P.