false 0001531978 0001531978 2024-01-08 2024-01-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 08, 2024
Paragon 28, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-40902 |
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27-3170186 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 14445 Grasslands Drive |
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| Englewood, Colorado |
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80112 |
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Registrant’s Telephone Number, Including Area Code: (720) 912-1332
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.01 par value |
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FNA |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
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Results of Operations and Financial Condition. |
On January 8, 2024, Paragon 28, Inc. (the “Company”) issued a press release announcing preliminary unaudited net revenue for the fourth quarter and full year ended December 31, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.
On January 8, 2024, the Company posted a presentation to its website relating to the Company’s preliminary unaudited net revenue for the fourth quarter and full year ended December 31, 2023 and a discussion of its financial profile, market strategy, products and recent developments. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
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Financial Statements and Exhibits. |
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 hereunto duly authorized.
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PARAGON 28, INC. |
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| Date: January 8, 2024 |
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By: |
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/s/ Robert S. McCormack |
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General Counsel & Corporate Secretary |
Exhibit 99.1
Paragon 28 Announces Preliminary Unaudited Revenue for Fourth Quarter and Full Year 2023
ENGLEWOOD, Colo. – January 8, 2024 (BUSINESS WIRE) – Paragon 28, Inc. (NYSE: FNA) (“Paragon 28” or “P28”), a leading
medical device company exclusively focused on the foot and ankle orthopedic market, today announced a range of its preliminary unaudited net revenue for the fourth quarter and full year ended December 31, 2023.
Preliminary unaudited net revenue for the fourth quarter of 2023 is expected to be in a range of $60.3 to $60.6 million, representing reported growth of
approximately 17% to 18% compared to the fourth quarter of 2022. Foreign currency impact on fourth quarter 2023 reported net revenue growth was not significant.
Preliminary unaudited net revenue for the full year of 2023 is expected to be in a range of $216.1 to $216.4 million, representing reported and constant
currency growth of approximately 19% and 20%, respectively, compared to the full year of 2022.
Our estimated unaudited financial results as of and for
the fourth quarter and full fiscal year ended December 31, 2023, presented above are preliminary and are subject to the close of the quarter and year, completion of our quarter-end and year-end closing procedures and further financial review. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial
information. Our actual results may differ from these estimates as a result of the completion of our quarter-end and year-end closing procedures, review adjustments and
other developments that may arise between now and the time our financial results for the fourth quarter and year are finalized.
“We closed out 2023
with another solid quarter and I am very pleased with our 20 percent net revenue growth for 2023. Looking at 2024 and beyond, I could not be more excited to continue our mission seeking to improve foot and ankle patient outcomes.” said
Albert DaCosta, Chairman and CEO of Paragon 28.
About Paragon 28, Inc.
Based in Englewood, Colo., Paragon 28, is a leading medical device company exclusively focused on the foot and ankle orthopedic market and is dedicated to
improving patient lives. From the onset, Paragon 28® has provided innovative orthopedic solutions, procedural approaches and instrumentation that cover a wide range of foot and ankle ailments
including fracture fixation, forefoot, ankle, progressive collapsing foot deformity (PCFD) or flatfoot, charcot foot and orthobiologics. The company designs products with both the patient and surgeon in mind, with the goal of improving outcomes,
reducing ailment recurrence and complication rates, and making the procedures simpler, consistent, and reproducible.
Forward Looking Statements
Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: Paragon 28’s potential to shape a better future for foot and ankle patients and its estimated ranges of net revenue for
the fourth quarter and full-year of 2023. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are only predictions based on our current expectations, estimates, and assumptions, valid only as
of the date they are made, and subject to risks and uncertainties, some of which we are not currently aware. Forward-looking statements should not be read as a guarantee of future performance or results and
may not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. These forward-looking statements are based on Paragon 28’s current expectations and
inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and
uncertainties. These risks and uncertainties are described more fully in the section titled “Risk Factors” in Paragon 28’s filings with the Securities and Exchange Commission (the “SEC”), including Paragon 28’s annual
report on Form 10-K filed with the SEC on March 2, 2023. Paragon 28 does not undertake any obligation to update forward-looking statements and expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein. These forward-looking statements should not be relied upon as representing Paragon
28’s views as of any date subsequent to the date of this press release. Paragon 28’s preliminary unaudited estimated revenue for the quarter ended December 31, 2023 and the year ended December 31, 2023 are not necessarily
indicative of our operating results for any future periods.
Investor Contact:
Matthew Brinckman
Senior Vice President, Strategy, and Investor
Relations
Phone: (741) 336-0435
mbrinckman@paragon28.com
Exhibit 99.2 Note: Considered adding a 5th pillar of growth
“Operational Excellence” where we highlight improvements to cash flow and margin, but think it will be better to include in a supplement or presentation later in the year J.P. Morgan 42nd Annual Healthcare Conference January 8, 2024
Presenters: Albert DaCosta (CEO & Chairman) Steve Deitsch (CFO) 1
Forward Looking Statements Except for the historical information
contained herein, the matters set forth in this presentation are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: Paragon 28’s
potential to shape a better future for foot and ankle patients and its estimated net revenue for full year 2023. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are only predictions based
on our current expectations, estimates, and assumptions and are subject to risks and uncertainties, some of which we are not currently aware. Forward‐looking statements should not be read as a guarantee of future performance or results and may
not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. These forward‐looking statements are based on Paragon 28’s current expectations and inherently involve significant risks
and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward‐looking statements as a result of these risks and uncertainties. These risks and uncertainties are described more fully
in the section titled “Risk Factors” in Paragon 28’s filings with the Securities and Exchange Commission (the “SEC”), including Paragon 28’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022
and its Quarterly Reports on Form 10-Q, as updated periodically with the Company's other filings with the SEC. These forward-looking statements are made as of the date of this presentation, and Paragon 28 assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. 2 Copyright ©2024 Paragon 28. All rights reserved.
Non-GAAP Financial Measures In addition to our results and measures of
performance determined in accordance with U.S. GAAP presented in this presentation, we believe that certain non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods,
identifying trends affecting our business, formulating business plans and making strategic decisions. Adjusted EBITDA is a key performance measure that our management uses to assess our financial performance and is also used for internal planning
and forecasting purposes. We define Adjusted EBITDA as earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, employee stock purchase plan expense, non-recurring
expenses and certain other non-cash expenses. We believe that Adjusted EBITDA, together with a reconciliation to net income, helps identify underlying trends in our business and helps investors make comparisons between our company and other
companies that may have different capital structures, tax rates, or different forms of employee compensation. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our
operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to a key financial metric used by our management in its financial and operational
decision-making. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these potential
limitations include: • other companies, including companies in our industry which have similar business arrangements, may report Adjusted EBITDA, or similarly titled measures but calculate them differently, which reduces their usefulness as
comparative measures; • although depreciation and amortization expenses are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditures for
such replacements or for new capital expenditure requirements; • Adjusted EBITDA also does not reflect changes in, or cash requirements for, our working capital needs or the potentially dilutive impact of stock-based compensation; and •
Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur. Additionally, we report revenue growth on a constant-currency basis in order to
facilitate period-to-period comparisons of results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates used to translate the company's operating results
for all countries where the functional currency is not the U.S. dollar into U.S. dollars. Because we are a global company, foreign currency exchange rates used for translation may have a significant effect on our reported results. References to
revenue growth on a constant-currency basis means without the impact of foreign currency exchange rate fluctuations. The company believes disclosure of constant-currency revenue growth rates is helpful to investors because it facilitates
period-to-period comparisons. However, constant-currency revenue growth rates are non-GAAP financial measures and are not meant to be considered as an alternative or substitute for comparable measures prepared in accordance with GAAP.
Constant-currency growth has no standardized meaning prescribed by GAAP and should be read in conjunction with the our consolidated financial statements prepared in accordance with GAAP. We calculate constant-currency growth rates by translating
local currency amounts in the current period at actual foreign exchange rates for the prior period. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial measures. 3
Copyright ©2024 Paragon 28. All rights reserved.
Paragon 28’s Mission Our mission: To continuously improve the
outcomes and experiences of patients suffering from foot and ankle conditions. paržažgon: a model of excellence >100 or perfection Tendons, muscles and ligaments 34 Joints twenžtyžeight: number of bones in the human foot; a
perfect number 4 Copyright ©2024 Paragon 28. All rights reserved.
Paragon 28 at a Glance Paragon 28 by the Numbers Key 2023 Highlights
• Fortified balance sheet with ~$131M of net • $216.1M - $216.4M 2023 Preliminary Net Revenue incremental cash (1) ~19% reported; ~20% CC YoY growth − February mixed follow-on offering ($69M net • $60.3M - $60.6M 4Q 2023
Preliminary Net Revenue proceeds + 3.2M secondary shares to improve (1) ~17 – 18% YoY growth public float and liquidity) • 450+ global employees − November $150M Ares facility ($62M of net incremental cash + $50M available to draw)
• ~75 product systems launched since 2010 • Launched or released 6 new products • >25 active projects in development • Two major regulatory approvals for Smart28: (2) • ~260 U.S. sales representatives − IDE
approval for SMART Total Talus System (+18% YoY increase) (2) − 510(k) approval of Bonelogic software • >2,000 active surgeon customers (+9% YoY increase) • Launched second mobile lab (2) • One-time investments: fortified
supply chain / • 22 international countries (~15% of global sales) inventory, IT infrastructure & systems, legal (2) • $147M of liquidity (Incl. $97M cash & equivalents) settlement (1) On January 8th, 2024, the Company
pre-announced preliminary, unaudited 2023 full year net revenue of $216.1 to $216.4 Million and fourth quarter 2023 net revenue of $60.3 to $60.6 Million. Foreign currency impact was not significant in the fourth quarter of 2023. 5 Copyright
©2024 Paragon 28. All rights reserved. (2) Data as of September 30, 2023 or 2023 YTD.
Foot & Ankle is the Fastest Growing Orthopedic Market (1) (1) Global
Foot & Ankle Market Diversified Across 6 Major Market Sub-segments F&A Segment 2023 - 2028 CAGR 2023 Market Composition Biologics Forefoot 9.8% 13% Charcot $6.9 Billion Forefoot Fracture Fixation 4.8% 4% 34% Ankle $4.9 Billion Flatfoot /
PCFD 3.3% P28’s portfolio is 11% Ankle 9.2% highly diversified Flatfoot and represented in / PCFD Charcot 3.8% 8% all sub-markets Fracture Fixation Biologics 6.4% 2023 2028 30% Large ~13,700 U.S. Foot & Ankle Surgeon Base Fast Growing
Market with Several Key Differentiators ✓ Highly complex anatomy • ~2,400 orthopedic surgeons that specialize in foot and ankle ✓ Increasing surgeon specialization (3) ✓ Generally more active and younger patient
populations • ~9,000 surgical podiatrists ✓ Significant opportunity for innovation to drive improved outcomes • ~2,300 pediatric and trauma surgeons that treat foot and ankle ✓ Well over 100 indications with variety of
causes (activity-based, trauma, genetic predisposition, etc.) (1) Source: iData Research and Company estimates. Approximately 55% of Global market is U.S. (2) Source: Company filings, SmartTrak, and management estimates. 6 (3) Management estimates.
Copyright ©2024 Paragon 28. All rights reserved.
P28 has Substantial Runway to Drive Future Growth Massive opportunity
for penetration and market expansion in domestic and international markets Key themes today: (1,2) Estimated 2023 Global Market Share • Top 3 players each hold 10%+ share of the global market and a larger proportion of the U.S. market 4%
• Paragon 28 sales growth 3 – 4x the overall market growth rate of ~7% Single Product since IPO / Other ~31% Implications for the future: • At 7% and 1% market share in the U.S. and International markets, respectively, Paragon 28
has substantial opportunity for further geographic market penetration Large • Paragon 28 is a driving force in expanding the Foot & Ankle market Diversified with innovation Players ~65% P28 is positioned well for market leadership in the
next 5 to 10 years (1) Source: iData Research and Company estimates. Approximately 55% of Global market is U.S. 7 (2) Source: Company filings, SmartTrak, and management estimates. Copyright ©2024 Paragon 28. All rights reserved.
Our Successful Growth Formula It all starts with our exclusive focus on
and dedication to defining the foot and ankle market in a meaningful way • Commitment to research and learning 1 • Steady launch cadence of solutions to address unmet needs Innovation • Expansive pipeline of future foot & ankle
launches • Unique enabling technology 2 • Growing base of U.S. sales representatives Strong Exclusive • Increasing U.S. surgeon customer base with substantial runway for further penetration Commercial F&A Focus • Pathway
to drive increased productivity with U.S. sales reps and surgeon customers Execution 3 Operational • Presence in 22 international markets with significant room for further penetration Global Comprehensive Excellence • Several large,
untapped markets to enter in the future (i.e. APAC and LatAm expansion) Presence Portfolio 8 Copyright ©2024 Paragon 28. All rights reserved.
1 Commitment to Research and Learning Paragon 28’s ecosystem
enables us to drive clinically focused innovation and develop solutions for addressing today’s unmet needs Research and Learning Drives Paragon 28’s Innovation University and Journal P28 product white Algorithm- hospital research
publications & papers & case oriented clinical 29 ~50 20+ 60+ partners scientific meetings studies studies (Bonelogic) Investments In Research and Learning 250-Person Auditorium | Englewood, CO HQ 40-Station Cadaveric Lab | Englewood, CO HQ
Two 6-station Mobile Labs 9 Copyright ©2024 Paragon 28. All rights reserved.
1 Balanced Product Innovation and Strong Launch Cadence (1) Segment
2010 - 2015 2016 - 2020 2021 - 2023 2023 Launches + LMRs Future Outlook Balanced Product Introductions Phantom® 2nd Metatarsal Shortening 5 10 4 Forefoot System 25+ R3INFORCE Active Projects in Extraosseous Repair 6 9 3 System Fracture Fixation
Development Balanced Across Portfolio JAWS Great White Nitinol Staple System 5 4 2 Flatfoot / PCFD Supramalleolar 5-10 Osteotomy (SMO) Plating 2 5 6 Ankle and Allograft System Annual Launches Grappler® Knotless Expected In Next Three Anchor
System and 2 5 2 Bridgeline Tape Charcot Years BEAST Cortical Fiber 2 5 5 Bone Graft Biologics st 1 Total 22 38 22 Smart28 Module (2) 6 launches + LMRs Annual (3) Planned for 1H 2024 4.4 7.6 7.3 Average (1) Excludes simple line extensions. Includes
products launched and on limited market release as of 12/31/2023. Some products span multiple segments. 10 (2) “Limited market release”. Copyright ©2024 Paragon 28. All rights reserved. (3) Subject to regulatory
clearance.
1 Several High-Impact Launches Planned in Early 2024 Substantial
momentum in the fastest growth areas of minimally invasive surgery (MIS), forefoot and soft-tissue FJ2000 Power Console Bun-Yo-Matic Mister Tendon Precision® MIS and Burr System Lapidus Clamp System Harvester System Bunion System •
Controlled tri-planar bunion correction • Surgeon optionality for wide range of • Reproducible and efficient means to • The first and only minimally invasive MIS and open procedures restore 3-dimensional alignment • First to
market with ability for controlled harvesting system for foot and ankle derotation of the distal metatarsal (1) • No capital purchase required; all • Accommodates surgeon’s preferred tendon transfer fragment instruments disposable
+ sterile packed fixation method for Lapidus procedure • Designed for better healing and quicker • The only MIS bunion jig with temporary • Dedicated MIS module with multiple F&A • Holds correction and allows for recovery
time in flatfoot reconstruction distal and proximal fixation for more specific burr and speed options compression throughout the case stability ✓MIS / Open✓MIS✓Forefoot✓MIS ✓Forefoot✓Forefoot✓MIS /
Open✓Soft-Tissue 11 Copyright ©2024 Paragon 28. All rights reserved. (1) Specifically designed for flexor hallucis longus (“FHL”) and flexor digitorum longus (“FDL”) tendon transfer procedures.
1 FJ2000 Power Console and Burr System 12 Copyright ©2024 Paragon
28. All rights reserved.
1 Precision® MIS Bunion System 13 Copyright ©2024 Paragon 28.
All rights reserved.
1 Bun-Yo-Matic Lapidus Clamp System 14 Copyright ©2024 Paragon 28.
All rights reserved.
1 Mister Tendon Harvester System 15 Copyright ©2024 Paragon 28.
All rights reserved.
Smart28 Ecosystem Designed to Improve Patient 1 Outcomes and Further
P28 Leadership Position 1 2 3 Pre-operative Intra-operative Post-operative Planning Support Evaluation Our initiative to modernize and improve What is all aspects of Foot + Ankle treatments by Smart28? Patient Specific Implants utilizing advanced
technologies (2) + Instruments Pre-operative Planning Tools to Validate (1) Software Laser Alignment Outcomes Smart28 Improved and reproducible outcomes Patient Specific 3d Printing & Modeling Data Collection & and increased patient access
to therapies Mission Algorithms Aggregation Navigation & Guidance AI Technology Technology AI Technology Robotics Smart28 May 2021: FDA- Jan 2022: Pre- approved patient operative bone Acquisitions specific implants segmenting and Continuously
feed post-operative data to inform future cases and instruments surgical planning Bold = P28 Current State | Unbold = Future State (1) 510(k) clearance for Bonelogic software received December 12, 2023 to be used by orthopedic healthcare
professionals for diagnosis and surgical planning in a hospital or clinic environment. Indication specific Smart28 modules anticipated beginning in 1H 2024. 16 (2) Today, includes Maven PSI used with the APEX 3D Total Ankle, Patient Specific Total
Talus as well as configurations used in conjunction with APEX 3D Total Ankle under P28’s IDE approval. Copyright ©2024 Paragon 28. All rights reserved.
2 Strong Domestic Commercial Execution P28s sales team consists of
clinically adept individuals that have developed highly collaborative relationships with surgeons Sales Force Key Opportunities: (1) Expansion 257 • ~50% of U.S. markets underpenetrated or U.S. sales representatives unrepresented today +17.9%
YoY • Ramp to 400 – 500 reps ~80% Salesforce • Pull through of new product launches and further Sales Force exclusivity penetration with existing accounts Productivity Expansion of Surgeon Key Opportunities: (1) Customer 2,061
Base• Substantial runway for further orthopedic and P28 active surgeon base podiatric surgeon penetration +9.4% YoY (2) − Green field opportunity with F&A 15% pediatric and trauma surgeons Increase Penetration of potential U.S.
Surgeon surgeon customers• Increase existing surgeon utilization Utilization (1) As of .September 30, 2023. 17 (2) Percentage of 13,700 total foot and ankle surgeon customers in the U.S. Copyright ©2024 Paragon 28. All rights reserved.
Top U.S. Commercial Priorities
3 International Presence & Market Development (1) Key International
Details and Statistics 2016 22 $24.0M +40.6% 15.4% P28 began International International Net Reported YoY of 2023 YTD Global selling Countries with 8 Revenue Growth Net Revenue (Up internationally office locations in 2023 YTD in 2023 YTD from 13.2%
in 2022) P28’s International Markets International Growth Strategy 1 Entry into new international markets 2 Expand product portfolio in existing international markets 3 Strengthen relationships with distributors in key markets 4 Continued
investment in medical education and training Building the infrastructure for long term growth Mixed 5 Direct 9 National sales agencies 8 Stocking distributors 18 (1) As of September 30, 2023. Copyright ©2024 Paragon 28. All rights reserved.
Paragon 28 Key Investor Highlights $4.9B Foot & Exclusive Foot
Comprehensive Enabling Compelling Ankle Market & Ankle Focus Solutions Technologies Financials Growing rapidly (7% P28 is the only P28 has ~75 product Unique offerings Consistent and CAGR) and largely company solely systems on market designed to
improve diversified sales underdeveloped with dedicated to defining and over 25 active patient outcomes growth with opportunity for the Foot & Ankle projects in and transform the pathway to expansion market development Foot & Ankle market
profitability 19 Copyright ©2024 Paragon 28. All rights reserved.
Exclusively Foot & Ankle 20
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
na |
| Period Type: |
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|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
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