Document and Entity Information - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Feb. 23, 2024

Jun. 30, 2023

Cover [Abstract]

Document Type

10-K/A

Document Annual Report

true

Document Period End Date

Dec. 31, 2023

Document Fiscal Year Focus

2023

Document Fiscal Period Focus

FY

Document Transition Report

false

Entity File Number

001-40902

Entity Registrant Name

Paragon 28, Inc.

Entity Central Index Key

0001531978

Amendment Flag

true

Current Fiscal Year End Date

--12-31

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

27-3170186

Entity Address, Address Line One

14445 Grasslands Drive

Entity Address, City or Town

Englewood

Entity Address, State or Province

CO

Entity Address, Postal Zip Code

80112

City Area Code

720

Local Phone Number

912-1332

Title of 12(b) Security

Common Stock, $0.01 par value per share

Trading Symbol

FNA

Security Exchange Name

NYSE

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction

true

Document Financial Statement Recovery Analysis

true

Entity Shell Company

false

Entity Public Float

$ 830.7

Entity Common Stock, Shares Outstanding

82,837,092

Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2023. Portions of such definitive proxy statement are incorporated by reference into Part III of this Amended Annual Report on Form 10-K/A.

Auditor Firm ID

34

Auditor Name

Deloitte & Touche LLP

Auditor Location

Denver, Colorado

Amendment Description

GeneralAs previously announced in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2024, on July 30, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors and in consultation with management, concluded that its audited consolidated financial statements for the fiscal year ended December 31, 2023 and its unaudited condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, and March 31, 2024 could no longer be relied upon as a result of material accounting errors identified by management. Accordingly, the consolidated financial statements as of and for the fiscal year ended December 31, 2023 included in this Annual Report on Form 10-K/A have been restated to reflect the correction of identified errors in the calculation of excess and obsolete inventory, as well as its accounting for inventory variances, which impacted the valuation of inventory resulting in an overstatement of Inventories, net as of March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024 and a net understatement in Cost of goods sold for the respective interim periods ended on such dates and for the fiscal year ended December 31, 2023 (the “Restatement”). RestatementParagon 28, Inc. (collectively with its subsidiaries, “we,” “us,” “our," “P28” or the (“Company") is filing this Amendment No. 1 to our Annual Report on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Amended 2023 Annual Report”), which was originally filed with the SEC on February 29, 2024 (the “Original 2023 Annual Report”). This Amended 2023 Annual Report speaks as of the date of the Original 2023 Annual Report and has not been updated to reflect events occurring subsequent to the filing of the Original 2023 Annual Report other than those associated with the Restatement of our consolidated financial statements.For the convenience of the reader, this Amended 2023 Annual Report amends and restates the Original 2023 Annual Report in its entirety. As a result, it includes both items that have been changed as a result of the Restatement and items that are unchanged from the Original 2023 Annual Report. Restatement BackgroundSubsequent to the issuance of both the Company’s consolidated financial statements as of and for the year ended December 31, 2023 and the Company’s unaudited interim condensed consolidated financial statements as of and for the fiscal quarter ended March 31, 2024, the Company identified errors in the calculation of its excess and obsolete inventory, as well as its accounting for inventory variances, which resulted in a net overstatement of Inventories, net as of March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024 and a net understatement in Cost of goods sold for the respective interim periods ended on such dates and for the fiscal year ended December 31, 2023.In filing this Amended 2023 Annual Report, the Company is restating its previously issued audited consolidated financial statements and related notes as of and for the year ended December 31, 2023, as well as unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q as of and for the quarterly and year-to-date periods ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, which have been restated to correct the errors in the calculation of its excess and obsolete inventory, as well as its accounting for inventory variances (the “Misstatements”), along with other immaterial accounting and disclosure errors that when aggregated with the Misstatements, are material in respect to the Original 2023 Annual Report (refer to Note 3. Restatement of Previously Issued Consolidated Financial Statements and Note 18. Quarterly Financial Data (Unaudited) to our financial statements included in Part II, Item 8 of this Amended 2023 Annual Report for additional information). This Amended 2023 Annual Report also contains our audited annual financial statements as of and for the year ended December 31, 2022 which have been revised to correct certain accounting errors that when aggregated are not material to those financial statements. In addition, we intend to file an amendment (such report, together with this Amendment No. 1, the “Amended Reports”) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, originally filed with the SEC on May 8, 2024 (“Original Form 10-Q” and together with the Original Form 10-K, the “Original Reports”), to account for the Misstatements during the periods presented therein and to restate our unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2024. All material restatement information that relates to the Misstatements will be included in the Amended Reports, and we do not intend to separately amend other filings that the Company has previously filed with the SEC. As a result, such prior reports should no longer be relied upon. Control ConsiderationsIn connection with the restatement, management has reassessed its conclusions regarding the effectiveness of our internal control over financial reporting as of December 31, 2023 and has determined that material weaknesses in our internal control over financial reporting existed as of that date. As a result of the material weaknesses, our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2023. Management will be implementing changes to strengthen our internal controls and remediate the material weaknesses. See Item 9A, Controls and Procedures, for additional information related to the material weaknesses in internal control over financial reporting and our related remediation activities.  Items Amended in this FilingThis Amended 2023 Annual Report sets forth our Original 2023 Annual Report, as amended, in its entirety. Except as required to reflect the restated amounts, related disclosures, and updates to our assessment of internal control over financial reporting and disclosure controls and procedures, there were no changes to any other parts of the Original 2023 Annual Report, and this Amended 2023 Annual Report does not reflect events occurring after the date of the Original 2023 Annual Report.The following sections have been amended in this Amended 2023 Annual Report:•Special Note Regarding Forward-Looking Statements•Risk Factors Summary•Part I, Item 1A, Risk Factors•Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations•Part II, Item 8, Financial Statements and Supplementary Data•Part II, Item 9A, Controls and Procedures•Part IV, Item 15, Exhibit and Financial Statement SchedulesThe exhibit list included in Item 15, “Exhibit and Financial Statement Schedules” herein has been amended to contain currently dated certifications from the Company’s Chief Executive Officer (as Principal Executive Officer) and Chief Financial Officer (as Principal Financial Officer), as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and filed as Exhibits 31.1/31.2 and 32.1/32.2, respectively, as well as an updated Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.In accordance with applicable SEC rules, this Form 10-K/A also includes an updated signature page and Report of Independent Registered Public Accounting Firm.Except as relating to the identified errors and the Restatement described above, discussions within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other forward-looking statements made in our Original 2023 Annual Report have not been revised in this Amended 2023 Annual Report to reflect events that occurred at a later date or facts that subsequently became known to the Company and should be read in their historical context.Refer to Note 3. Restatement of Previously Issued Consolidated Financial Statements and Note 18. Quarterly Financial Data (Unaudited) in the Notes to Consolidated Financial Statements on this Form 10-K/A for additional information