Bioregenx, Inc 10-K/A for FY2024
Bioregenx, Inc. (BRGX)
About this 10-K/A
Bioregenx, Inc filed this 10-K/A on April 16, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.34M
- down 31.4% from $3.41M a year earlier
- Net loss
- $23.05M
- compared with a net loss of $3.6M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
For the fiscal year ended:
OR
For the transition period from _____________to
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EXPLANATORY NOTE
This amendment is being filed due to the discovery of an error in the originally filed form 10-K. There was a scrivener’s error in transcribing the consolidated statement of deficit. Two columns have been added to the consolidated statement of deficit that were omitted in the original filing, see page 23 for the corrected statement. No other material changes have been made to the document.
BIOREGENX, INC. (FORMERLY FINDIT, INC.)
FORM 10-K
For the Fiscal Year Ended December 31, 2024
Table of Contents
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”), the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”) and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be forward-looking statements. The forward-looking statements included or incorporated by reference in this Annual Report and those reports, statements, information and announcements address activities, events or developments that BioRegenx, Inc. (together with its subsidiaries hereinafter referred to as “we,” “us,” “our”, the "Company" or “BioRegenx or BRGX”) expects or anticipates will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions, and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements.
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PART I
ITEM 1. BUSINESS
BioRegenx, Inc. (formerly Findit, Inc.) was originally incorporated on December 23, 1998 in the state of Nevada. Effective March 8, 2024, BioRegenx, Inc., a Nevada corporation was merged into Findit, Inc. resulting in a change of control. Pursuant to the terms of the merger, the name of the company was changed to BioRegenx, Inc. (the “Company”).
Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc. common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The retired Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of the Company’s stock was the average closing price of the Company for the month of November 2022.
As soon as practical after the merger, both parties agreed to the implementation of up to a 1 for 25 reverse split of the Company's common and preferred stock to improve the Company's ability to attract institutional investors and analysts as well as to graduate to a senior exchange (OTCQB, NASDAQ).
OPERATING SUBSIDIARIES
DocSun BioMedical Holdings, Inc.
On January 11, 2024, pursuant to a Securities Exchange Agreement effective November 15, 2023 and an Addendum to the Securities Exchange Agreement dated December 5, 2023, BioRegenx acquired DocSun Biomedical Holdings, Inc. Pursuant to the Securities Exchange Agreement, BioRegenx acquired all of the issued and outstanding securities of DocSun in exchange for 76,800,000 BioRegenx common shares.
Technology
DocSun combines three proven technologies in the DocSun Artificial Intelligence (AI) Engine. The DocSun AI Engine integrates advanced ballistocardiography, which can detect an individual's heartbeat without touch, and photoplethysmography, a method that uses light to track the flow of blood. These methodologies are further enriched with the decoding capabilities of optical coherence tomography, a technique that creates detailed images of structures inside the body. This combination is meticulously designed to harness the power of artificial intelligence for accurate vital sign estimation.
By deploying a strategic facial scanning technique, the engine captures and analyzes nuanced physiological signals. This not only facilitates the precise extraction of vital signs but also ensures a non-invasive, user-friendly approach to health monitoring, embodying a confluence of technology and practical applicability in the realm of remote health diagnostics.
Sales and Marketing
DocSun's engineering team is actively engaged in installing new hardware and coding software to enhance AI capabilities, paving the way for future growth opportunities.
Contracts
DocSun entered into a technical services agreement with a large software technology company to provide technical services in China, Hong Kong and Macao. This agreement involves supplying DocSun's AI Engine technology to the distributor targeting multiple sectors, including the latest release of DocSun’s Software Development Kit (SDK). Initial revenues stem from the testing of DocSun's SDK in fleet and electric vehicles (EV's) amongst other applications, with commercialization slated to begin in late third quarter or early fourth quarter. As per the agreement terms, DocSun is entitled to a signing fee of $200,000 (payable over ten months) and will receive a 40% of all the revenue generated including 40% of the $10 per vehicle license fee from the EV automotive manufacturer. The term of the agreement commences upon receipt of the first installment of the signing fee and is for a period of five years.
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On October 16, 2023, DocSun entered into a License Agreement with NuLife Sciences, Inc. under which it granted NuLife a world-wide non-exclusive license to use its technology. DocSun shall receive a license fee of $3.50 per subscriber. The first demo scan is complimentary for each unique email address. The agreement will continue for an initial period of three years and will automatically renew for periods of three years unless either party gives not of non-renewal to the other party at least thirty days prior to the end of any three-year term.
DocSun is developing an app for NuLife Sciences - TruScan.Ai mobile app/website. The development encompasses:
(a) Incorporating DocSun's AI Engine: A pivotal integration, enabling the platform to deliver 21 critical health indications, ensuring comprehensive and accurate health monitoring.
(b) User-Experience (UX) Design: Seamless Navigation, Personalized Monitoring
DocSun is sculpting an intuitive and accessible interface, meticulously designed to cater to users across all demographics, ensuring effortless navigation and utilization of the platform. DocSun’s focus is to empower users with the ability to:
(c) Monitor Holistically: View and analyze their health metrics not just as standalone figures, but as a comprehensive, easy-to-understand narrative, whether they choose to explore it daily, monthly, or across custom-defined periods.
(d) Historical Wellness Tracking: A dedicated section for users to effortlessly scroll through their past wellness scans, juxtaposed with the latest data, enabling them to observe, compare, and comprehend their wellness journey over time.
(e) Engaging Visuals: Employing vibrant, yet non-intrusive visuals to represent data, ensuring users can at a glance, comprehend their health status and any fluctuations therein.
(f) Personalized Alerts: Tailoring notifications and alerts to keep users abreast of their wellness, gently nudging them towards maintaining or enhancing their health metrics and potential products.
Through these, DocSun’s aim is to not just provide data but to enhance user engagement, making health monitoring not a task, but an engaging, insightful experience.
(g) Integration with VitalWellness mobile app: A crucial phase of the development involves seamless integration into the VitalWellness mobile app, ensuring that the rich functionalities and health indications of TruScan.Ai are accessible to users across both Apple and Android platforms. This integration is not just about data sharing but ensuring that user experiences are unified and coherent across platforms, providing a consistent and reliable health monitoring experience.
Revenues
DocSun will derive revenues under the terms of the distribution agreement described above and from the licensing of its technology.
MICROVASCULAR HEALTH SOLUTIONS™ LLC
Microvascular Health Solutions, LLC (MVHS) specializes in research, product development, sales, and education, notably producing the patented Endocalyx Pro™ dietary supplement. MVHS also manufactures and distributes the patented GlycoCheck™ software and Class 1 medical device. Presently, MVHS actively participates in multiple double-blind placebo studies worldwide, exploring the impact of Endocalyx Pro™ on various health conditions while maintaining compliance with GMP regulations.
Patents
The Company has patents and pending patents on Endocalyx Pro™ is North America, Asia and Europe
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Products
Endocalyx Pro™. Endocalyx Pro™ is a dietary supplement targeting microvascular capillary health.
Production. Our supplement is produced by a fully accredited and certified manufacturing facility. Our source has provided outstanding contract manufacturing, formulation expertise, and custom finishing and packaging to the dietary supplement industry. They specialize in encapsulation, tablet compression, powder blending and filling, and product development. The company is currently in discussions with other fully accredited and certified manufacturing facilities for future expansion.
Distribution. Distribution is handled at the Company’s headquarter in Chattanooga, TN and by Midstates Fulfillment, Aberdeen, SD.
Sales and marketing. The supplement has achieved monthly sales figures that have demonstrated consistency in demand.
Additional supplements. NuLife Sciences, a MVHS sister company, offers a range of supplements under the MyBodyRx® brand.
Wholly Owned Subsidiary
MyBodyRx, LLC (MyBodyRx) is a sales and product development company that produces dietary supplements that complement and work synergistically with the patented and clinically tested Endocalyx Pro™ to support and improve healthy aging and increase longevity.
MyBodyRx® products are produced by a fully accredited and certified manufacturing facility. Our source has provided outstanding contract manufacturing, formulation expertise, and custom finishing and packaging to the dietary supplement industry. They specialize in encapsulation, tablet compression, powder blending and filling, and product development.
Revenues
MVHS and the Company derives revenue from sales of GlycoCheck™ systems to academic research hospitals and groups, private medical practices, pharmacies, dentists, and wellness practitioners. In addition, revenue is derived from sales of Endocalyx Pro™ to medical wholesalers and resellers.
MVHS commenced sales by fulfilling pre-orders and continues to deliver on new sales, with GlycoCheck system packages priced between $14,900 to $32,000, generating monthly recurring revenue based on scans performed. Favorable financing options have been secured for GlycoCheck customers, ensuring accessibility and affordability.
NULIFE SCIENCES™, INC.
NuLife Sciences, Inc. (NuLife) functions as a marketing and distribution enterprise, aiming to redefine health and longevity by leveraging advanced technologies. NuLife markets the MyBodyRx® branded supplement line, that includes our patented product Endocalyx Pro™ and also markets GlycoCheck™ along with other health and wellness devices.
In addition to the line of the MyBodyRx® branded products offered, NuLife markets hydrogen water products, health and wellness devices such as Pulsed Electro-Magnetic Field devices and StimaWELL and ReLounge, class II Electronic Muscle Stimulation therapy devices through a network of affiliates, practitioners, and consumers. NuLife is currently developing health and wellness apps with a technology company which will provide DNA and epigenetics testing products and services. These therapies cater to a wide array of health indications, promoting overall well-being.
TruScan.Ai mobile app/website.
NuLife is working in collaboration with DocSun to develop its TruScan.AI mobile app integrating DocSun’s AI engine. The platform is designed to seamlessly integrate additional health indications as they are developed and released by Licensor in the future. TruScan.Ai mobile app will incorporate health indicators in the following four sectors: vitals, nutrients, wellness and skin health metrics. The TruScan.Ai mobile app is anticipated for release in the third quarter of 2025.
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VitalWellness mobile app
NuLife is also in development of the VitalWellness app that will merge its DNA and epigenetics platform with the DocSun technology.
Contracts
NuLife entered into a license agreement with DocSun to use the DocSun technology and to develop an app/website.
Sales and Marketing
In 2025, the Company is intensifying its sales and marketing efforts to further boost sales, through new online sales channels, such as Amazon, Walmart and Meta Ads. The new channels are expected to provide organic growth to overall sales of the Company.
Revenue
Revenue is generated from the sale of goods and services to doctors, healthcare practitioners, patients, consumers and wholesale distributors.
FINDIT AI CONNECT, INC.
Simultaneously with the closing of the merger on March 8th, 2024, the Company created Findit Ai Connect, Inc. (Findit Ai), a wholly owned subsidiary and capitalized the subsidiary with the Findit pre-merger assets and liabilities. Findit Ai owns Findit.com and Classworx.com. Findit.com operates as a Social Media Content Management Platform, that includes its own interactive search engine. Members can utilize the Findit search feature to submit URLs they want to index in the Findit search results. Nonmembers can come to Findit.com and enter search queries, Findit.com returns matching search results from content posted in Findit along with outside web pages that have been submitted. The Company is working on adding an Ai component that will create the member’s posts and automate the distribution of the post across the member’s various connected social media platforms.
Patents, Trademarks Licenses and Other Intellectual Property
We own trademarks in “Findit”, “Findit.com” and “Classworx”.
Products and Services
Both websites are accessible to anyone, this means you do not need to be a member of the platform to view or search content posted on Findit.com. Anyone that wants to have content indexed in Findit’s search or viewed by visitors on Findit.com can do so by creating a free account and posting their content to the various verticals Findit offers.
A Findit member is someone who has created a Findit account by creating a username and password on the platform. We do not determine, at this time, which members are active and which members are inactive. We currently do not have code written that provides these analytics. We intend, as funds allow, to bring on additional developers that will be able to write code that will provide this data.
Revenues
We currently intend to monetize Findit AI Connect by utilizing its websites and platforms within the Company’s marketing efforts, through online content marketing campaigns, automation tools offered to our various affiliate partners and to promote and sale our online products and services along with third party monetization or white label licenses of the Findit Ai Connect tools.
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MARKET SIZE
Overview
The global healthcare market is experiencing significant growth, driven by advancements in medical technology, an aging population, and increased health awareness. In 2024, the healthcare services market was valued at approximately $8.96 trillion, reflecting a compound annual growth rate (CAGR) of 7.4% from $8.35 trillion in 2023. (a)
A notable segment within this expansive market is telehealth, which has seen accelerated adoption due to technological innovations and the demand for remote healthcare solutions. In 2024, the global telehealth market was valued at $161.64 billion and is projected to grow to $186.41 billion in 2025, with an anticipated CAGR of 22.9%, reaching $791.04 billion by 2032. (b)
Trends and Growth Potential
| · | Telehealth and Remote Monitoring: The shift towards remote healthcare services has led to significant growth in the telehealth sector. The U.S. telehealth market alone was valued at $42.54 billion in 2024 and is expected to grow at a CAGR of 23.8% from 2025 to 2030. (c) | |
| · | Preventive Healthcare: There is a growing emphasis on preventive healthcare, with individuals increasingly seeking proactive measures to maintain health and prevent disease. This trend is fostering opportunities for innovative solutions in health monitoring and early intervention. |
MARKET STRATEGY
Our company and its subsidiaries employ a comprehensive approach that integrates business-to-business (B2B) and business-to-consumer (B2C) strategies, targeting key markets such as academic research institutions, medical professionals, cybersecurity sectors (including liveness detection and anti-spoofing), and direct-to-consumer initiatives.
Marketing Strategies:
| · | Professional Engagement: Strengthen relationships with healthcare practitioners through training sessions, seminars, webinars, and participation in industry events. | |
| · | Research Collaboration: Partner with researchers to conduct studies utilizing GlycoCheck™ to explore links between microvascular health and various conditions. | |
| · | Clinical Trials: Support double-blind placebo studies of Endocalyx Pro™ to validate efficacy and safety. | |
| · | Technology Promotion: Highlight DocSun's AI technology as a cutting-edge solution across healthcare, transportation, insurance, and cybersecurity sectors. | |
| · | Affiliate Programs: Collaborate with nutritionists and wellness influencers to create synergistic marketing and educational distribution channels. | |
| · | Digital Outreach: Utilize webinars and social media campaigns to engage healthcare influencers and professionals, showcasing the capabilities of the DOCSUN AI Engine. | |
| · | App Integration: Promote the integration of TruScan.Ai within the VitalWellness App through targeted advertising and influencer testimonials. |
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| (a) | Healthcare Services Global Market Report 2023. https://www.researchandmarkets.com/reports/5781185/healthcare-services-global-market-report?srsltid=AfmBOooUcwYzHg8L6YDmywEWJQ8OXNkSURvR_jFW8UVx7ULGtASITW9Q&utm_source=chatgpt.com |
| (b) | Fortune Business Insights Telehealth Market Report. https://www.fortunebusinessinsights.com/industry-reports/telehealth-market-101065 |
| (c) | Grand View Research Market Analysis Report. https://www.grandviewresearch.com/industry-analysis/us-telehealth-market |
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Sales and Distribution:
| · | Academic Sales: Continue supplying academic researchers worldwide to validate scientific methodologies. | |
| · | Healthcare Facilities: Expand sales to healthcare institutions, diagnostic laboratories, and emergency care units. | |
| · | Direct-to-Consumer: Enhance direct sales channels to reach end-users effectively. | |
| · | Wholesale Distribution: Partner with supplement wholesalers to broaden market reach. | |
| · | Clinical Partnerships: Collaborate with practitioner clinics to offer products directly to patients. | |
| · | Wellness Collaborations: Establish partnerships with wellness centers and genetic testing providers to increase accessibility. | |
| · | B2B Sales: Market the DOCSUN AI Engine to healthcare institutions, leveraging influencer partnerships within the gig economy. | |
| · | B2C Distribution: Distribute VitalWellness and TruScan apps through online app stores to reach a broad consumer base. |
Pricing Strategies and Positioning:
| · | Recurring Revenue: Implement a subscription-based model for GlycoCheck™ software services. | |
| · | Supplement Sales: Drive recurring sales through practitioner recommendations and direct-to-consumer channels for supplement products. | |
| · | Product Extensions: Develop synergistic supplement products to enhance the existing portfolio. | |
| · | Profit Sharing: Enable wholesalers and influencers to earn profits on sales to encourage ongoing engagement. | |
| · | Premium Positioning: Position the DOCSUN AI Engine as a premium solution for healthcare professionals and applications in security and law enforcement. | |
| · | Competitive Pricing: Offer the VitalWellness App at a competitive price point to encourage widespread adoption. |
COMPETITION
The health, wellness, and anti-aging markets are highly competitive, characterized by a mix of well-established domestic and international market participants. Many companies within these industries employ various growth strategies, including acquisitions, partnerships, and new product launches, to strengthen their market position. (d)
All aspects of the health, nutritional, supplement, and medical device industries are highly competitive. Our subsidiaries compete with large, well-established firms that possess substantially greater financial, technical, and personnel resources. Competitive factors in our industry include industry experience, business execution capabilities, and the strength of client relationships. Intense competition may negatively impact our subsidiaries' operations and market share.
We face significant competition across multiple aspects of our business, particularly from major technology and digital marketing companies such as Alphabet Inc. (Google), Microsoft Corporation, Meta Platforms (Facebook, Instagram), X Corp. (formerly Twitter), and Zillow. These competitors offer a variety of internet-based services, digital marketing platforms, and online advertising tools, many of which overlap with our content distribution and marketing services. We also compete with traditional and online media companies for user engagement and content distribution.
Certain competitors, particularly those with dominant market positions, may leverage their extensive resources and established user bases to develop products or services that compete directly with our offerings. For example, Google could utilize its search capabilities to create a competing feature similar to Findit, allowing users to index web pages under custom titles and descriptions. Additionally, existing or emerging social networking platforms could introduce features mirroring Findit's functionalities, potentially impacting our market presence and growth trajectory.
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| (d) | Mordor Intelligence Report Anti-Aging Market https://www.mordorintelligence.com/industry-reports/anti-aging-market |
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Factors Influencing Competitive Positioning
We believe that our ability to compete effectively depends on multiple factors, both within and beyond our control, including:
| · | The usefulness, ease of use, performance, and reliability of our products compared to competitors. | |
| · | The size, composition, and engagement levels of our user base. | |
| · | The timing and market acceptance of our products and technologies. | |
| · | Our ability to effectively monetize our products and services, including the successful monetization of app usage. |
Competitive Landscape by Market Segment
Anti-Aging and Preventive Health
Competition in this sector remains intense, encompassing established skincare and wellness brands, pharmaceutical companies, and emerging technology-driven anti-aging solutions.
Health and Wellness Industry
The health and wellness sector is highly competitive, with challenges related to differentiation, innovation, and customer acquisition. The Company’s products and services compete with a broad range of industry participants, from traditional healthcare providers to digital health startups specializing in telehealth, AI-driven diagnostics, and personalized wellness solutions.
Search Engine and Digital Advertising Competition
The Company also competes in the search engine and digital advertising markets, where companies such as Google, Bing, Yahoo, and emerging AI-powered search platforms dominate. These companies provide search engine indexing, online advertising services, and algorithm-driven content discovery tools that influence web traffic and visibility. Our competitive positioning in this space depends on our ability to enhance search engine discoverability, optimize content distribution, and offer unique value propositions that differentiate us from larger incumbents.
Telehealth and Remote Monitoring Competition
The telehealth industry has witnessed rapid expansion, with leading players such as Teladoc Health, Amwell, MDLIVE, and emerging AI-driven telehealth platforms competing for market share. Our competitive differentiation in this space is driven by our proprietary AI technology, strategic partnerships with healthcare providers, and our focus on preventive healthcare solutions. As the telehealth market evolves, regulatory compliance, data security, and technological advancements will remain key factors in determining long-term success.
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Competitive Advantages
Pricing Strategies and Market Positioning
| · | Synergistic product formulations strategically positioned across multiple sales channels. | |
| · | Competitive pricing strategies for the VitalWellness App to drive widespread adoption among consumers and gig economy professionals. |
Operational Efficiency and Technological Edge
We have implemented advanced operational systems designed to streamline manufacturing, optimize supply chain management, and enhance product development. These efficiencies allow us to provide high-quality products and services at competitive price points.
Employees
As of the latest reporting period, the Company and its subsidiaries employ five full-time employees and five independent contractors. Additionally, strategic outsourcing is utilized to optimize resource allocation and operational efficiency.
Financial Information by Geographic Area
For the fiscal years ended December 31, 2024, and December 31, 2023, revenue from United States customers accounted for approximately 88% and 92% of total Company revenue, respectively. International market expansion remains a key focus area for future growth.
Implications of Being an “Smaller Reporting Company”
Certain reduced reporting requirements and exemptions are available to us due to the fact that we qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure. Investors should be aware that we are subject to the "penny stock" rules adopted by the Securities and Exchange Commission, which regulate broker-dealer practices in connection with transactions in Penny Stocks. These regulations may have the effect of reducing the level of trading activity, if any, in the secondary market for our stock, and investors in our common stock may find it difficult to sell their shares.
Available Information
The Company maintains its website at the following address:
www.bioregenx.com
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Exchange Act are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. Information on our websites is not part of this Annual Report or any of our other securities filings unless specifically incorporated herein by reference. We have included our website address in this Annual Report solely as inactive textual references. Our filings with the SEC may be accessed through the SEC’s website at www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.
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ITEM 1A. RISK FACTORS
A smaller reporting company is not required to provide disclosure under this Item 1A.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
To date,
ITEM 2. PROPERTIES
The Company is a global company that takes advantage of the ability to work remotely from many locations utilizing the latest video technology that has proven to be effective for businesses during the Covid-19 pandemic. We have been effectively working remotely for several years.
The Company is currently located at 7407 Ziegler Rd., Chattanooga, Tennessee 37421. BioRegenx shares the Chattanooga offices with NuLife. The offices consist of 1,000 sq ft. leased on a month-to-month basis with a monthly lease rate of $1,725. The lease payment is paid by NuLife. Additional facilities will be leased as needed.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities and contractual matters. Such disputes arise from time to time in the ordinary course of conducting business. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company trades under the symbol BRGX on the OTC Pink Current Market. The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
There have been a limited number of trades of the Company’s stock since it was listed on the OTCPink Current Market there can be no assurances that an active trading market will ever develop for the Company's stock.
The following table sets forth the high and low sales prices for our common stock, which has been quoted on the OTCPink Current Market for all periods presented.
| Year Ended December 31, 2024 | High | Low | ||||
| 3/31/2024 | $0.05 | $0.04 | ||||
| 6/30/2024 | $0.03 | $0.02 | ||||
| 9/30/2024 | $0.02 | $0.02 | ||||
| 12/31/2024 | $0.01 | $0.01 | ||||
| Year Ended December 31, 2023 | High | Low | ||||
| 3/31/2023 | $0.08 | $0.06 | ||||
| 6/30/2023 | $0.06 | $0.06 | ||||
| 9/30/2023 | $0.04 | $0.04 | ||||
| 12/31/2023 | $0.03 | $0.02 | ||||
On March 31, 2025, there were 300 shareholders of record of our common stock. [This number does not include “street name” or beneficial holders, whose shares are held of record by banks, brokers, financial institutions and other nominees.]
Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
Unregistered Sales of Equity Securities
During the fiscal year ending December 31, 2024, the Company sold the following unregistered securities pursuant to exemption under 4(2) and/ or Rule 506 as promulgated under Regulation D of the Securities Act of 1933, as amended, on the basis that there was no public offering and the Company’s pre-existing relationship with the purchasers:
During the fourth quarter of, 2024, 144,000 shares of common stock were granted with a fair value of $12,776 to a consultant for services. The shares were fully vested and issued at the time of the grant.
In September of 2024, the Company entered into a contract with a consultant to serve as an officer of a subsidiary. The compensation under this agreement calls for $12,000 a month in equity as valued at the time of the issuance. The equity under this contract has not yet been issued and $48,000 has been recorded as accrued expenses at December 31, 2024.
During the three months ended December 31, 2024, there were 320,000 shares with a fair value of $9,776 and 160,000 options with a fair value of $2,299 issued to Glycocheck customers as renumeration for delivery delays.
Equity Compensation Plans
Pursuant to the SEC’s Regulation S-K Compliance and Disclosure Interpretation 106.01, the information required by this Item pursuant to Item 201(d) of Regulation S-K relating to securities authorized for issuance under the Corporation’s equity compensation plans is located in Item 12 of Part III of this Annual Report and is incorporated herein by reference.
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ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.
The following discussion and analysis of the Company’s financial condition and results of operations is based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.
Recent Events
On January 8, 2024, the Company acquired all the shares outstanding of DocSun Biomedical Holdings, Inc. in exchange for shares of the Company’s stock. This acquired company is accounted for as an asset acquisition and the activities of the acquired assets are included in the consolidated financial statements starting with the acquisition.
Pursuant to Articles of Merger effective March 8, 2024, BioRegenx, Inc., also a Nevada corporation (the “merged entity”), was merged into the Company (“surviving entity”)and the Company adopted and changed its name to the merged entity’s name - “BioRegenx, Inc.”
Pursuant to the merger, all of the issued and outstanding common and preferred shares of the merged entity were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company. which represented 90.0% of the voting securities of the Company. Concurrently, holders of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The Company’s post-merger existing shareholders retained 104,552,804 shares of common stock. The exchange value of the publicly traded stock that was retained was valued at $7,318,594, based on the Company’s trading price as of the date of the Merger.
The Company develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold internationally through direct selling channels, to health professionals and research organizations, wholesale channels and business to business markets.
Results of Operations
The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to fund working capital in order to pursue our current plans to develop our business.
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The tables presented below compare our results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, in both dollars and percentages.
| Ended December 31, 2024 | Ended December 31, 2023 | $ Variance Favorable/ (Unfavorable) | % Variance Favorable/ (Unfavorable) | |||||||||||||
| Revenues: | ||||||||||||||||
| Gross sales | $ | 2,601,839 | $ | 3,687,945 | $ | (1,086,106 | ) | (29% | ) | |||||||
| Returns | (261,733 | ) | (276,530 | ) | 14,797 | 5% | ||||||||||
| Net Sales (Including common stock and warrants issued for refunds of $53,626 in 2024 and $263,371 in 2023) | 2,340,106 | 3,411,415 | (1,071,309 | ) | (31% | ) | ||||||||||
| Cost of sales | 681,685 | 1,099,987 | 418,302 | 38% | ||||||||||||
| Gross profit | 1,658,421 | 2,311,428 | (653,007 | ) | (28% | ) | ||||||||||
| Operating expenses: | – | |||||||||||||||
| Distributors incentives | 173,928 | 490,816 | 316,888 | 65% | ||||||||||||
| Selling, general and administrative | 5,851,190 | 5,229,446 | (621,744 | ) | (11% | ) | ||||||||||
| Amortization expense | 2,184,037 | – | (2,184,037 | ) | n/a | |||||||||||
| Impairment expense | 16,212,621 | – | (16,212,621 | ) | n/a | |||||||||||
| Total operating expenses | 24,421,776 | 5,720,262 | (18,701,514 | ) | (327% | ) | ||||||||||
| Loss from operations | (22,763,355 | ) | (3,408,834 | ) | (19,354,521 | ) | (568% | ) | ||||||||
| Other income (expense): | – | |||||||||||||||
| Interest income | – | 2 | (2 | ) | (100% | ) | ||||||||||
| Interest expense and financing costs | (290,662 | ) | (191,250 | ) | (99,412 | ) | (52% | ) | ||||||||
| Total other expenses | (290,662 | ) | (191,248 | ) | (99,414 | ) | (52% | ) | ||||||||
| Loss before provision for taxes | (23,054,017 | ) | (3,600,082 | ) | (19,453,935 | ) | (540% | ) | ||||||||
| Provision for income taxes | – | – | – | |||||||||||||
| Net loss | $ | (23,054,017 | ) | $ | (3,600,082 | ) | $ | (19,453,935 | ) | (540% | ) | |||||
For the year ended December 31, 2024, the Company had gross sales of $2,601,839 and returns of $(261,773) resulting in net sales of $2,340,106. Comparatively, for the year ended December 31, 2023, the Company had gross sales of $3,687,945 and returns of $(276,530) resulting in net sales of $3,411,415. Gross sales decreased by 29% and returns decreased by 5% for the year ended December 31, 2024 compared to the year ended December 31, 2023. The resulting decrease in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional product sales.
Cost of sales were $681,685 resulting in gross profit of $1,658,421 for the year ended December 31, 2024. Cost of sales were $1,099,987 resulting in gross profit of $2,311,428 for the year ended December 31, 2023. Cost of goods sold decreased by 38% and gross profit decreased by 28% for the year ended December 31, 2024 compared to the year ended December 31, 2023. The resulting decrease related to lower product sales caused by the effects on the distributor base from product issues experienced with the medical testing machine and its effect on nutritional product sales.
For the year ended December 31, 2024, the Company paid out distributors’ incentives of $173,928, recorded $2,184,037 in amortization expense and other selling, general and administrative expenses of $5,851,190 and impairment of $16,212,621, resulting in total operating expenses of $24,421,776. These selling, general and administrative expenses consisted primarily of employee expenses of $2,651,379 which includes $2,018,953 of fair value of option grants and other operating expenses of $3,199,811. Other operating expenses consisted of advertising and marketing of $72,369, depreciation expense of $35,155, software costs of $57,935, bank and payment charges of $71,796, contract labor of $172,149, legal and accounting of $481,319, professional services of $2,037,938 which includes $832,092 of fair value of option grants, insurance of $64,062, taxes and licenses of $45,854, dues and subscriptions of $83,300, rent & lease of $33,294 and miscellaneous expenses of $44,640. Additionally, the Company had interest expense and financial costs of $290,662 resulting in net loss of $(23,054,017) for the year ended December 31, 2024.
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Comparatively, for the year ended December 31, 2023 the Company paid out distributors’ incentives of $490,816 and had selling general and administrative expenses of $5,229,446 resulting in total operating expenses of $5,720,262. These selling, general and administrative expenses consisted primarily of employee expenses of $3,292,169 which includes $2,238,482 of fair value of option grants and other operating expenses of $1,937,277. Other operating expenses consisted of advertising and marketing of $ 151,023, depreciation expense of $ 4,774, software costs of $262,947, bank and payment charges of $100,836, contract labor of $ 78,241, legal and accounting of $405,242, professional services of $ 253,674, insurance of $34,269, taxes and licenses of $ 59,952, dues and subscriptions of $106,004, rent & lease of $ 48,633, travel of $61,942 and miscellaneous expenses of $369,740. Additionally, interest expense and financial costs of $ 191,248 resulting in net loss of $(3,600,082) for the year ended December 31, 2023.
Distributor incentives decreased by 65% for the year ended December 31, 2024 compared to the year ended December 31, 2023 as a result of the reduction in gross sales between the periods and returns. Selling, general and administrative expenses, excluding amortization expense and impairment expense, increased by 11% for the year ended December 31, 2024 compared to the year ended December 31, 2023, relating primarily to an increase in equity compensation recorded which was partially offset by decreases in variable costs, fixed cost reductions during the year ended December 31, 2024.
The Company had a loss from operations of $(22,763,355) and $(3,408,834) for the year ended December 31, 2024 and December 31, 2023, respectively. For those same periods, the Company had interest expense and financing costs of $290,662 and 191,248. As a result, the Company had a net loss of $(23,054,017) and $(3,600,082) for the year ended December 31, 2024, and December 31, 2023, respectively. Net loss increased by 540% and interest expense increased by 52 % for the year ended December 31, 2024 compared to the year ended December 31, 2023. The resulting increases related to decreases in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional product sales, equity compensation, and increases in legal, accounting, professional and miscellaneous expenses. Interest expense increased due to higher debt balances during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Liquidity and Capital Resources
Operating Activities. For the year ended December 31, 2024, the Company had net loss of $(23,054,017). During that period, the Company incurred depreciation and amortization expense of $2,219,192, amortization of debt discount of $47,723, issued options to officers and directors with a fair value of $2,851,045, recorded impairment expense recorded of $16,212,621, issued common shares for services with a fair value of $842,680, capitalized interest to debt balances of $6,638, and issued warrants for refunds with a fair value of $19,351. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of a decrease in accounts receivable of $89,589, a decrease in inventories of $106,435, a decrease in prepaid expenses and other assets of $81,845, an increase in accounts payable of $185,784, an increase in accounts payable - related parties of $8,272, an increase in accrued expenses of $61,583, an increase in accrued expenses -related parties of $132,087 and a decrease of deferred revenue of $134,976. As a result, the Company had net cash used in operating activities of $(324,148) for the year ended December 31, 2024.
Comparatively, for the year ended December 31, 2023, the Company had net loss of $(3,600,082). During that period, the Company incurred depreciation and amortization expense of $4,774 and issued warrants for services with a fair value of $2,238,482. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of an increase in accounts receivable of $21,142, an increase in inventories of $36,233, an increase in prepaid expenses and other assets of $119,093, a decrease in accounts payable of $273,681, an increase in accounts payable - related parties of $19,297, an increase in accrued expenses of $7,132, an increase in accrued expenses -related parties of $82,755 and an decrease of deferred revenue of $ 80,623. As a result, the Company had net cash used in operating activities of $ (1,515,043) for the year ended December 31, 2023.
Investing Activities. For the year ended December 31, 2024, the Company made purchases of property and equipment of $189,390, and acquired cash in the DocSun transaction of $1,445. As a result, the Company had net cash used in investing activities of $(187,945) for the year ended December 31, 2024.
For the year ended December 31, 2023, the Company acquired intangible assets of $ 49,363 along with advance on acquisition of $ 150,000. As a result, the Company had net cash used in investing activities of $(199,363) for the year ended December 31, 2023.
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Financing Activities. For the year ended December 31, 2024, the Company made note and loan principal payments of $48,240, had an increase in note and loan balances of $427,187 and had an increase in note and loan balances – related parties of $63,172. As a result, the Company had net cash provided by financing activities of $442,119 for the year ended December 31, 2024.
For the year ended December 31, 2023, the Company made note and loan payments of $ 20,671 and received proceeds from the issuance of common stock of $ 1,342,141, had a decrease in note and loan balances-related parties of $191,001 and had an increase in note and loan balances – related parties of $73,853. As a result, the Company had net cash provided by financing activities of $ 1,204,322.
Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.
Notwithstanding, the Company anticipates generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic arrangement with a third party. Management has yet to find a solution to its funding requirements.
The Company, through certain subsidiaries, financed past activities, in part, with borrowing from private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and related parties.
Loans from unrelated parties are as follows:
| 12/31/2024 | 12/31/2023 | |||||||
| (A) Howard notes - In Default | $ | 100,000 | $ | 100,000 | ||||
| (B) Goff note - In Default | 22,500 | 22,500 | ||||||
| (C) Insurance notes | 11,128 | 32,181 | ||||||
| (D) Alder and Genesis Glass notes | 328,644 | – | ||||||
| (E) EIDL notes ($400,000 and $200,000 in default, respectively) | 550,000 | 350,000 | ||||||
| (F) Other notes | 126,479 | 21,000 | ||||||
| Total notes due | 1,138,751 | 525,681 | ||||||
| Less unamortized discount | (874 | ) | – | |||||
| Total, net of discount | 1,137,877 | 525,681 | ||||||
| Less current portion | (883,271 | ) | (375,681 | ) | ||||
| Total long term | $ | 254,606 | $ | 150,000 | ||||
(A) The Company has two outstanding unsecured Howard Notes that are both in default. The first Howard note was advanced on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 shares, which would only be issuable at the option of the Company in lieu of the interest in the subsidiary.
(B) The Goff note had a maturity date of February 13th, 2016; the note is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date.
(C) Insurance note is from a finance company that provided short term financing of insurance premiums. The note bears and interest rate of 15.97% and require ten installments. The balance will mature at April 30th, 2025.
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(D) In January 10th, 2024, the Company issued two unsecured notes for $165,000 each, Alder and Genisis Glass. The notes are due in twelve months from the note date or before if the company brings in equity equal to $1,500,000. The funds were designated for the improvement of the technical infrastructure of the newly acquired DocSun Biomedical Holdings, Inc. Each note was issued with a $15,000 original issue discount and the issuance of 72,000 common shares with a fair value of $9,990 were paid to each lender as an additional loan fee, resulting in an aggregate loan discount of $49,980 which is being amortized over the initial life of the loan (of which $1,356 remains to be amortized at December 31, 2024). Subsequent to year end the loans were extended until October 9th, 2025 by agreement with the lender. The extension terms call for 1% interest per month and $5,000 payments per month on the Adler note until May 2025 at which time the payments become $5,000 per month for each note. The Company will issue 250,000 common shares to the lender for each note extended. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increases to 1.5%.
(E) Long Term Notes - EIDL
As of December 31, 2023, the Company had two outstanding economic injury disaster loans (EIDL loan) issued under the Small Business Administration’s COVID-19 recovery program of $200,000 and $150,000. During 2024, the Company assumed another EIDL loan in the amount of $200,000 upon the acquisition of Findit, Inc. (see Note 5) resulting in total balance due as of December 31, 2024 of $550,000. The EIDL loans are secured by the Company’s assets. Each loan has a 30-year term and an interest rate of 3.75% per annum. The SBA granted a total of thirty months payment deferment period under the EIDL program for Covid-19 related loans, all of the EIDL loans qualified for and used the full deferment period. Interest continued to accrue during the deferment period and the deferred amounts will be paid as a balloon payment at the end of the 30-year amortization period. Current payments are being applied against interest accrued. The notes maturity dates are May 17, 2050 for a $150,000 note, July 12, 2051 for a $200,000 note and July 17, 2050 for the $200,000 Findit EIDL loan.
As of December 31, 2024, the Company was delinquent on payments on two of the EIDL loans in the aggregate amount of $400,000, and such amounts have been reflected as current in the accompanying financial statements.
(F) As of December 31, 2024, four notes were issued for proceeds totaling $121,000. A total of 65,000 warrants with a fair value of $1,284 were issued in relation to the note proceeds and were recorded as a valuation discount to be amortized over the life of the note (of which $874 remains to be amortized at December 31, 2024) (. The convertible notes have a stated interest rate of 16%, of which 10% is payable by adding to the principal of the note and 6% is payable in cash, biannually. The notes are convertible into common shares at the option of the noteholder at 0.09 cents per common share. The notes mature 2 years after the note date. The Company has the option to convert the convertible notes in the event of an uplift to a national stock exchange. The conversion price to the Company is the lessor of 0.09 cents or 85% of the price at on the national exchange. For each $5,000 principal of the notes, the Company granted 2,500 warrants to purchase common stock at 0.20 cents per common share. The warrants expire 2 years after the Company’s shares are listed on an internationally recognized exchange. The amounts recorded are net of unamortized discounts of $874 consisting of the fair value of the warrants granted. A total of $5,479 interest is included in the loan balances.
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. The principal amount of debt from related parties is summarized in the following table:
| Related Party | 12/31/2024 | 12/31/2023 | |||||||
| Libertas Trust | $ | 180,000 | $ | 180,000 | A | ||||
| Wilshire Holding Trust | 518,000 | 518,000 | A,B | ||||||
| Resco Enterprises Trust | 157,747 | 157,747 | A,B | ||||||
| Avis Trust | 67,606 | 67,606 | A | ||||||
| JS Bird | 32,079 | – | A | ||||||
| Power | 31,093 | – | A | ||||||
| Richard Long | 39,862 | 39,862 | B | ||||||
| Total | $ | 1,026,387 | $ | 963,215 | |||||
(A) Current officer or director or controlled entity by current officer or director
(B) Relative of former officer
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Each of the listed loans indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum.
The loan indicated with a B does not have stated terms.
The entire balance of related party loans is recorded as current liabilities.
Total interest accrued on related party debts was $424,277 at December 31, 2024 and $292,190 at December 31, 2023.
Going Concern
Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.
Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Significant changes in the number of employees
We currently have a total of five employees and five independent contractors. We are dependent upon our officers for our future business development. As our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
Commitments and Contingencies
Lease Commitments
The Company leases two office spaces, its headquarters in Chattanooga Tennessee and a satellite office in Alpine, Utah both are short term leases. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month (See Note 9). The satellite office is leased from an unrelated party under a twelve-month extension to the original lease at $825 to $2,445 per month. The Company negotiated a release from the Alpine location lease and the lease terminated after September of 2024. In addition, the Company also rents storage space on a month-to-month basis in various locations with total monthly cost of less than $1,000 per month.
Warrants issuable upon financing
In August 2023, Hitesh Juneja, a former employee, was granted warrants in an amount to be determined based on the amount of approved equity financing related to his efforts. The grant provided for warrants equal to 0.5% of the outstanding shares at the time of the grant. Warrants for the 0.5% of outstanding shares would be issued for bringing in $1,000,000 of equity, with a maximum percentage of 7% for larger equity fundings. The warrants would be exercisable at the fair market value of the shares on the date of funding. The warrants are exercisable one third on the date of grant and one third each of the next two years. No warrants have been issued under this grant and no compensation expense has been recognized.
Company disputes and other claims
The Company is involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities and contractual issues. Such disputes arise from time to time in the ordinary course of conducting business. The disputes including matters involving amounts due to the Company, contract performance standards, options and warrants granted and liabilities under contracts or arrangements entered by the prior officers including with parties related to them. The Company records a liability when a particular contingency is probable and estimable. The Company faces contingencies that are reasonably possible to occur; however, they cannot currently be estimated. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Use of Estimates: Management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to accrued liabilities, certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
Our significant accounting policies are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.
Revenue Recognition: The Company recognizes revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.
Recently Issued Accounting Pronouncements
The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's current financial position and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
A smaller reporting company is not required to provide disclosure under this Item 8.
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BIOREGENX, INC.
Financial Statements
For the Year Ended December 31, 2024
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
BioRegenx, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of BioRegenx, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring operating losses and negative operating cash flows since inception, and had a stockholders’ deficit at December 31, 2024. In addition, the Company is in default of certain of its debt obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provided a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.
| 19 |
Acquisition of Docsun technology
As described in Note 4 to the consolidated financial statements, under the terms of the Securities Purchase Agreement (the “Purchase Agreement”), the Company acquired Docsun technology through the issuance of 76,800,000 of its common shares valued at $10,650,000 and cash consideration of $150,000, which resulted in the recording of a $10,773,000 intangible asset. The Company accounted for the transaction as an asset acquisition under ASC 805, Business Combinations, and allocated the purchase price of the acquisition to the assets acquired based on their fair values at the date of acquisition. The Company subsequently impaired the value of the acquired intangible assets based on its annual impairment test.
We identified the valuation and impairment of the acquired developed technology assets as a critical audit matter because of the significant judgement by management when developing the fair value estimate of the technology assets acquired. This required a high degree of auditor judgment and an increased extent of effort, when performing procedures to evaluate the reasonableness of management’s assumptions related to projected future revenues, projected expenses, and the discount rate for the technology asset.
The primary procedures we performed to address this critical audit matter included:
| - | We examined the Purchase Agreement to identify relevant terms of the acquisition. | |
| - | We evaluated the appropriateness of accounting for this transaction as an asset acquisition. | |
| - | We evaluated the appropriateness of the valuation methods used to determine the respective fair values. | |
| - | We performed procedures to verify the mathematical accuracy of the calculations used by management. | |
| - | We evaluated the appropriateness of the assumptions of Managements annual impairment test. | |
| - | We assessed the appropriateness of the presentation and disclosure of these accounting elements in the consolidated financial statements. |
Acquisition of Findit, Inc.
As described in Note 5 to the consolidated financial statements, under the terms of the Agreement and Plan of Merger (the “Agreement”), the Company acquired Findit, Inc. through the issuance of 104,552,804 shares of its common shares valued at $7,318,595, which resulted in the recording of goodwill of $7,318,595 and intangible assets of $468,553 Management applied judgment in estimating the fair value of intangible asset acquired, which included the use of assumptions with respect to future earnings before interest, taxes, depreciation and amortization (EBITDA) margins, revenue growth rates and discount rates. The Company subsequently impaired the value of the recorded goodwill and acquired intangible assets based on its annual impairment test.
We identified the valuation and impairment of the goodwill and acquired developed technology assets as a critical audit matter because of the significant judgement by management when developing the fair value estimate of the technology assets acquired. This required a high degree of auditor judgment and an increased extent of effort, when performing procedures to evaluate the reasonableness of management’s assumptions related to projected future revenues, projected expenses, and the discount rate for the technology asset.
The primary procedures we performed to address this critical audit matter included:
| - | We examined the Agreement to identify relevant terms of the acquisition. | |
| - | We tested management’s process for estimating the fair value of intangible assets including evaluating the reasonableness of the significant assumptions used by management | |
| - | We evaluated the appropriateness of the valuation method given the nature of the assets | |
| - | We tested the completeness, accuracy, relevance and reliability of the data used in estimating the fair value of intangible assets; | |
| - | We evaluated the appropriateness of the assumptions of Managements annual impairment test | |
| - | We assessed the appropriateness of the presentation and disclosure of these accounting elements in the consolidated financial statements. |
We have served as the Company’s auditor since 2024.
/s/ Weinberg & Company P.A.
April 15, 2025
| 20 |
BIOREGENX, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of December 31, 2024 | As of December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related parties | ||||||||
| Accrued expenses | ||||||||
| Accrued interest - related party | ||||||||
| Notes payable and loans (including $ | ||||||||
| Notes payable and loans - related parties | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Notes payable and loans, net of current | ||||||||
| TOTAL LIABILITIES | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, $ par value; shares authorized; issued and outstanding as of December 31, 2024 and as of December 31, 2023 | ||||||||
| Series A preferred stock, non-dividend, 2,500 votes per share, $ par value, authorized; issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Common stock issuable, 1,936,000 shares at December 31, 2024 | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| TOTAL STOCKHOLDERS' DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| 21 |
BIOREGENX, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Gross sales | $ | $ | ||||||
| Returns (Including common stock and warrants issued for refunds of $ | ( | ) | ( | ) | ||||
| Net Sales | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Distributors incentives | ||||||||
| Selling, general and administrative | ||||||||
| Amortization expense | ||||||||
| Impairment expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Interest expense and financing costs (including related party interest of $ | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
| Comprehensive loss: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ||||||||
| Other comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| 22 |
BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Accumulated other comprehensive | Total Stockholders' | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | – | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Issuance of common shares and warrants in private placement | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares and warrants for returns | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | – | – | – | |||||||||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | – | – | – | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | – | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Common Stock Issuable | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common shares for services | – | |||||||||||||||||||||||||||||||||||||||
| Fair value of options issued to officers and directors for services | – | – | – | |||||||||||||||||||||||||||||||||||||
| Issuance of common shares for returns | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for returns | – | – | – | |||||||||||||||||||||||||||||||||||||
| Issuance of common shares and warrants as loan incentives | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares to acquire technology | – | – | ||||||||||||||||||||||||||||||||||||||
| Shared issued (retained) by Findit Inc.'s shareholders in merger with Findit, Inc. | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | – | – | – | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 23 |
BIOREGENX, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discounts | ||||||||
| Fair value of options issued to officers and directors for services | ||||||||
| Impairment | ||||||||
| Fair value of common shares issued for services | ||||||||
| Interest capitalized to debt balance | ||||||||
| Fair value warrants issued for refunds | ||||||||
| Change in operating assets and liabilities (net of amounts acquired): | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable - related parties | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Accrued interest - related parties | ||||||||
| Deferred Revenue | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Purchases of intangibles | ( | ) | ||||||
| Advance on acquisition | ( | ) | ||||||
| Cash acquired in DocSun transaction | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Note and loan payments | ( | ) | ( | ) | ||||
| Note and loan payments - related parties | ( | ) | ||||||
| Increase in note and loan balances | ||||||||
| Increase in note and loan balances - related parties | ||||||||
| Proceeds from the issuance of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| NET EFFECT OF EXCHANGE RATE FLUCTUATIONS | ||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | ||||||||
| CASH AND CASH EQUIVALENTS, ENDING BALANCE | $ | $ | ||||||
| CASH PAID FOR: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Fair value of common stock issued for intangible property and equipment in the acquisition of DocSun Biomedical Holdings, Inc. | $ | $ | ||||||
| Fair value of common stock issued upon acquisition of intangible property and goodwill in the merger with Findit, Inc. | $ | $ | ||||||
| Fair value of common stock and warrants issued for refunds offset to deferred revenue | $ | $ | ||||||
| Fair value of common stock and warrants issued for loan fees offset to loan discounts | $ | $ | ||||||
| Reclass of deposits to intangibles | $ | $ | ||||||
| Fair value of common stock and warrants issued for refunds offset to return reserve | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 24 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
The Company, BioRegenx, Inc., develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant (Findit, Inc), with the Registrant being the surviving company.
Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. As a result of the merger, the former shareholders of Findit retained 104,552,804 shares of common stock. The exchange value of Registrant’s stock that was retained was valued at $7,318,594, based on the trading price of Registrant as of the date of the Merger. Due to the change in control the accounting acquirer in the merger was determined to be BioRegenx, Inc., a Nevada Corporation in accordance with the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This acquired company (Registrant) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets and liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed to BioRegenx, Inc. (The Company).
Commensurate upon the Merger, the Company effected
a
The Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”).
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern.
The Company has generated recurring losses from
operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings
to continue operating. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As reflected
in the accompanying financial statements, during the year ended December 31, 2024, the Company incurred net loss of $(
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.
| 25 |
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.
Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets and goodwill, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions made in valuing equity instruments issued for services and acquisitions. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions.
Fair value of financial instruments
The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
Translation of Foreign Currencies
The Company’s foreign sales activities are conducted in US Dollars and no foreign currency translations are recorded in these financial statements. The Company purchases are conducted in the currency negotiated by the Company and the vendors. When a foreign currency transaction is required, the Company will record the transaction in its financial statements at the current exchange rate. Upon satisfaction of the obligation denominated in foreign currency the then current exchange rate is used, any difference in the amount originally recorded the amount to satisfy the obligation is recorded to foreign currency gain or loss. A foreign currency obligation that remains outstanding at the end of a reporting period, the amount outstanding is valued at the exchange rate on the reporting date and an entry is made to other comprehensive income for the resulting translation adjustment.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash equivalents consisted primarily of bank balances and amounts receivable from credit card processors. Amounts receivable from credit card processors and other forms of electronic payment are considered cash equivalents because they are both short- term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.
Inventories
Inventories consist of finished goods and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, and market conditions. A change in any of these variables could result in an adjustment to inventory.
| 26 |
Accounts Receivable
Payments from the customers are typically made at the time of the order before satisfaction of the performance obligation. The Company, in rare instances grants 30-day terms to select long term customers. In such instances revenue recognition occurs when the performance obligation is satisfied. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company establishes an allowance for doubtful accounts for estimated losses inherent in its accounts receivable as determined by management. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and our customers’ financial condition, the amount of the receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts regularly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2024, and 2023, management determined a reserve for uncollectible accounts was not required.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the differences between the financial statement assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the “more-likely-than-not” criteria for recognition. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.
Property and Equipment
Property and equipment are recorded at cost. Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life, are charged to expense as incurred. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated useful lives of the related assets. The straight-line method of depreciation and amortization is followed for financial statement purposes. Property and equipment are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.
Management assesses the carrying value of property
and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication
of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.
If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated
fair value. Management determined there were
Leases
The Company has adopted ASC Topic 842 for lease accounting. This standard requires that right of use assets and liabilities are measured and recorded on the balance sheet. ASC Topic 842 provides an exception for short term leases that are for 12 months or less. The Company reports short term leases under the exception to the standard. Leases for a period of 12 months or less are recorded as expense on a ratable basis throughout the term of the lease.
| 27 |
Acquisitions and Business Combinations
The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Intangible Assets
Intangible assets consist of costs incurred for
licensed technology. Amortized intangible assets are amortized over their related useful lives, using a straight-line or accelerated method
consistent with the underlying expected future cash flows related to the specific intangible asset. Amortized intangible assets are reviewed
for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable.
When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the
asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the
asset or asset group’s carrying value and fair value. Fair value is determined through various valuation techniques, including market
and income approaches as considered necessary. Management conducted impairment testing before the filing date of this report and concluded
that intangible assets and recorded goodwill amounting to $
Revenue Recognition
The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:
1 – Identification of the contract with a customer
2 – Identification of the performance obligation in the contract
3 – Determination of the transaction price
4 – Allocation of the transaction price to the performance obligation in the contract
5 – Recognition of revenue when, or as, a performance obligation is satisfied
The Company through its subsidiaries provides a medical testing machine, consumables for the testing process, wellness devices and nutritional supplements The company requires payment prior to shipping, with only a few exceptions. Sales are also not shipped until payment is received, typically via credit card. Shipping typically occurs in 24 hours of the payment. Sales are recorded. All product orders that are unused and returned within the first 30 days following purchase are refunded at 100% of the sales price.
Other Revenue
Other sales include fees, which are paid by the customer at the beginning of the service period, for access to online customer service applications and payment fees. Such fees are amortized over the period to which they relate, typically 12 months, which is recorded as other sales income.
| 28 |
Disaggregation of Revenue
Disaggregation of Revenue
Gross revenue received consisted of the following product sources:
| 12/31/2024 | 12/31/2023 | |||||||
| Medical testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Other sales | ||||||||
| Total Gross Sales | $ | $ | ||||||
Gross revenue received consisted of the following customer types:
| 12/31/2024 | 12/31/2023 | |||||||
| Medical and academic | $ | $ | ||||||
| Customers and direct Sales | ||||||||
| Reseller | ||||||||
| Total Gross Sales | $ | $ | ||||||
For the fiscal years ended December 31, 2024, and December 31, 2023,
revenue from United States customers accounted for approximately
Deferred Revenue
As of December 31, 2022, the deferred revenue balance was approximately
$
In 2023, additional medical test machines with a total sales value
of approximately $
In 2024, the Company fulfilled its performance obligations for previously
deferred shipments of wellness products and medical test machines, recognizing approximately $
Independent Business Partners Incentives
Certain of the company’s products are distributed through a network of Independent Brand Partners (IBP). IBPs pay an annual membership fee to maintain the IBP status which is a requirement to participate in the compensation plan. IBP incentives expenses include all forms of commissions, and other incentives paid to our IBPs. Commission expense and other amounts payable to IBPs are recorded upon recognition of sale.
Selling, General and Administrative
Selling, general and administrative expenses include wages and benefits, depreciation and amortization, rents and utilities, associate event costs, advertising and professional fees, marketing, and research and development expenses.
| 29 |
Equity-Based Compensation
The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.
The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company until March 8, 2024 and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
As of March 8th, 2024, the date of the merger, the Company’s common shares were publicly traded on the OTC Markets Group exchange. On the date of merger and for subsequent transactions the fair value of equity instruments are valued with reference to the share price reported on the public exchange. For the period of January 1, 2024 through March 7, 2024 and during the year ended December 31, 2023, common shares of the Company were not publicly traded and the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.
Advertising
Advertising costs are charged to expense as incurred
and are presented as part of the “selling, general and administrative” in the accompanying statement of operations. Advertising
costs incurred during the years ended December 31, 2024 and 2023 were $
Research and Development
Research and development costs are expensed as
per ASC Topic 730. None of the activities of the Company in the periods presented qualified for exceptions to the general guidance of
ASC Topic 730. Research and development costs incurred during the years ended December 31, 2024 and 2023 were $ -
We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.
For the year ended December 31, 2024 and 2023, there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive. Securities which may have affected the calculation of diluted earnings per share for the year ended December 31, 2024 if their effect had been dilutive include outstanding options and warrants to purchase our common stock and of unvested shares of common stock. Comparatively, securities which may have affected the calculation of the diluted earnings per share for the year ended December 31, 2023 if their effect had been dilutive were the outstanding options.
| 30 |
Segments
The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
Reclassifications
During the current period, the Company reclassified
$
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard became effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The adoption of this standard did not have a material impact on its results of operations, financial position or cash flows.
In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 2—INVENTORIES
Inventories, which consist of finished goods, are comprised of the following:
| Schedule of inventories | ||||||||
| 12/31/2024 | 12/31/2023 | |||||||
| Finished Goods: | ||||||||
| Medical testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Total Finished Goods | $ | $ | ||||||
Medical testing equipment components were purchased and assembled once orders were received during the financial statement period. The medical testing equipment components are salable separately in the form received. Nutritional inventories are purchased in finished form with labels purchased separately in an amount to support the production run.
| 31 |
NOTE 3—PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| Schedule of prepaid expenses and other current assets | ||||||||
| 12/31/2024 | 12/31/2023 | |||||||
| Prepaid commissions | $ | $ | ||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
NOTE 4—ACQUISITION OF DOCSUN TECHNOLOGY
On January 8th, 2024, the Company acquired
The technology acquired from DocSun was being amortized based on an
expected useful life of
NOTE 5—MERGER TRANSACTION WITH FINDIT
Effective March 8, 2024, BioRegenx, Inc, a Nevada corporation was merged into Findit, Inc., with Findit, inc. being the surviving company.
Pursuant to the merger, all of the issued and
outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for common shares and
Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s)
of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into
the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the
majority shareholders retired a total of common shares; as a result, the existing shareholder of Findit retained
shares of common stock valued at $
The following table summarizes the fair value of the assets acquired and liabilities assumed on the date of acquisition, and as follows:
| Schedule of fair value of the assets acquired and liabilities assumed | ||||
| $ Amount | ||||
| Consideration | ||||
| BioRegenx common stock shares | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Intangibles - search engine, domain, website, source code, | $ | |||
| Accrued expenses | ( | ) | ||
| Accrued Interest | ( | ) | ||
| Loan Payable | ( | ) | ||
| Goodwill | ||||
| Total | $ | |||
| Acquisition related costs | $ | |||
| 32 |
The technology acquired from Findit was being amortized based on an
expected useful life of
The proforma results of operations of Findit for the period ended December 31, 2024 were not material.
NOTE 6—INTANGIBLES
The Company had capitalized intangible cost $
Management performed its annual impairment test relating to the recorded
value of its intangibles and determined it could not support its carrying value from current operations, and as such, recorded an impairment
charge as of December 31, 2024 of $
NOTE 7—ISSUANCE OF COMMON STOCK
Issuance of common stock and warrants in private placement
In 2023, the Company sold shares of
its common stock at prices ranging from $ to $ per share, generating gross proceeds of $
Issuance of common stock issued for services
During the year ended December 31, 2024, the Company granted shares of its common stock with a fair value of approximately $ million to two consultants for services. One tranche of 312,000 shares granted vested immediately, and the remaining 7,744,000 shares vest 50% immediately, 25% on 1st year anniversary date of grant, and the remaining 25% on 2nd year anniversary from the grant date. During the year ended December 31, 2024, shares with a fair value of $ vested and is included in selling, general and administrative expenses (of which 4,184,000 shares were issued and 1,936,000 were issuable). As of December 31, 2024, there were unvested shares with a fair value of approximately $ that will vest over the remainder of the vesting period of just under 1 year.
In September of 2024, the Company entered into
a contract with a consultant to serve as a subsidiary’s interim Chief Operating Officer. The compensation under this agreement calls
for $12,000 a month in equity as valued at the time of the issuance. The equity under this contract has not yet been issued and $
Issuance of common stock for refunds
In November 2023, the Company offered to certain
customers, whose orders had been deferred, the option of accepting shares of common stock or warrants to acquire common stock, as compensation
for the delivery delay. There were shares of common stock with a fair value of $
In 2024, the Company issued shares of
its common stock with a fair value of $
Issuance of common stock as loan incentives
During 2024, the Company issued shares
of its common stock to two note holders, with a total fair value of $
| 33 |
NOTE 8—WARRANTS AND OPTIONS AWARDS
Warrants issued for services
In August 2023, Hitesh Juneja was granted warrants
to purchase
Issuance of warrants for refunds
As discussed in Note 7, the Company also granted
warrants to certain customers as compensation for the delivery delay of products purchased. In November 2023, the Company granted warrants
to purchase shares of its common stock, having exercise prices ranging from $
During 2024, the Company granted warrants to purchase
Issuance of warrants as loan incentives
During 2024, the Company granted warrants to certain
convertible note holders to purchase an aggregate of
Stock option awards
During the year ended December 31, 2024, the Company granted options to acquire shares of its common stock at $0.13 per share with a fair value of $ to two directors, one of whom was an officer. The options had a vesting term of 50% at grant date, 25% on 1st year anniversary date, and the remaining 25% on 2nd year anniversary from grant date. At the grant date 12,213,328 of the options with a fair value of $1,491,833 vested immediately. Both directors resigned in July of 2024. As the options did not include a forfeiture provision, or any acceleration clauses, Management determined to account for the full amount of the award as a cost during the year ended December 31, 2024 as there were no future services to be performed. The full value of the options granted with a fair value of $ are included in selling, general and administrative expenses in the accompanying statements of operations.
For stock options and warrants granted, the Company estimated the fair value of each stock option or warrant at grant dates using the Black-Scholes option-pricing model with the following assumptions:
| Schedule of estimated the fair value of stock option grant dates | ||||||||
| 2024 | 2023 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected life | yr | yr | ||||||
A summary of all stock options and warrants outstanding as of December 31, 2024 and 2023 follows:
| Schedule of stock options and warrants outstanding | ||||||||
| Number of Shares | Weighted -Average Exercise Price | |||||||
| Outstanding as of December 31, 2022 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of December 31, 2023 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of December 31, 2024 | $ | |||||||
| Exercisable at December 31, 2024 | $ | |||||||
Options and Warrants Outstanding and Exercisable at December 31, 2024
| Schedule of options and warrants outstanding and exercisable | ||||||
| Range of
Exercise Price |
#of Options and Warrants Exercisable | Weighted
Average Exercise Price |
Weighted Average Remaining (Years) | |||
| $ to | $ |
The outstanding and exercisable options and warrants
had
NOTE 9—LOANS
The Company, through certain subsidiaries, financed past activities, in part, with borrowing from private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and related parties.
Loans from unrelated parties are as follows:
| Schedule of loans from unrelated parties | ||||||||
| 12/31/2024 | 12/31/2023 | |||||||
| (A) Howard notes - In Default | ||||||||
| (B) Goff note - In Default | ||||||||
| (C) Insurance notes | ||||||||
| (D) Alder and Genesis Glass notes | ||||||||
| (E) EIDL notes ($ | ||||||||
| (F) Other notes | ||||||||
| Total notes due | ||||||||
| Less unamortized discount | ( | ) | ||||||
| Total, net of discount | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Total long term | ||||||||
(A) The Company has two outstanding unsecured
Howard Notes that are both in default. The first Howard note was advanced on June 28th, 2016 and the second on April 3rd,
2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on
each note was
| 35 |
(B) The Goff note had a maturity date of
(C) Insurance note is from a finance company that provided short term
financing of insurance premiums. The note bears and interest rate of
(D) In January 10th, 2024, the Company
issued two unsecured notes for $
(E) Long Term Notes - EIDL
As of December 31, 2023, the Company had two
outstanding economic injury disaster loans (EIDL loan) issued under the Small Business Administration’s COVID-19 recovery
program of $
As of December 31, 2024, the Company was delinquent
on payments on two of the EIDL loans in the aggregate amount of $
(F) As of December 31, 2024, four notes were
issued for proceeds totaling $
Debt Payoff Schedule
Future minimum payments under the Notes payable for the next five years and thereafter are as follows:
| Schedule of future minimum payments | ||||
| Years Ending December 31, | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| thereafter | ||||
| Total payments | ||||
| Less: Current portion | ||||
| Non-current portion | $ | |||
| 36 |
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. Each of the listed loans below indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum. The loan indicated with a B does not have stated terms. See note 10 for description of security.
The principal amount of debt from related parties is summarized in the following table:
| Schedule of related party debt | |||||||||
| Related Party | 12/31/2024 | 12/31/2023 | |||||||
| Libertas Trust - Secured | A | ||||||||
| Wilshire Holding Trust - Secured | A | ||||||||
| Resco Enterprises Trust - Secured | A | ||||||||
| Avis Trust - Secured | A | ||||||||
| Joesph Bird | A | ||||||||
| Thomas Power | A | ||||||||
| Richard Long | B | ||||||||
| Total | |||||||||
Total accrued interest on related party debts
was $
NOTE 10 —RELATED-PARTY TRANSACTIONS
Rental
The Company rents its home office from BBD Holdings,
LLC which is controlled by Joseph Bird, a significant shareholder and spouse of a director. The rental is on the month-to-month basis
and is at a rate of $1,725 per month which is no more than the prevailing rate for the Chattanooga, TN market. Rent paid during the periods
ended December 31, 2024 and 2023 were $
Royalties
The Company sells a product subject to a royalty agreement with the VHS Pool that was set up by a predecessor entity, through two if its subsidiaries. An officer and director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool. Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments is not ascertainable.
The royalty agreement calls for the payment of 1% of the gross sales of the subject product(s). The royalty applies to any product designed to support a healthy Endothelium Glycocalyx, such as the company’s Endocalyx. The royalty agreement also calls for the payment of 1% of the proceeds, after taxes, on a liquidity event. A liquidity event is defined as the subsidiary entering an arms-length transaction with a third party or making an initial public offering. Should a liquidity even occur, the agreement requires a minimum payment to raise the pool amount to $7,500,000. The maximum amount of the VHS Pool is $15,000,000.
Royalties incurred during the periods ended December
31, 2024 and 2023 were $
See Note 14 of the Financial Statements for discussion of subsequent events.
Distribution Agreement
The Company has a worldwide distribution agreement with GlycoCheck B.V. for the GlycoCheck machine distribution. Bob Long and Hans Vink are directors of both BioRegenx, Inc. and GlycoCheck B.V. and may have an ownership interest in Glycocheck B.V. Mr. Long and Mr. Vink have left the Company and have called into question the status of the distribution agreement by issuing a cancellation notice. There were no amounts paid or accrued under the distribution agreement during the years ended December 31, 2024 and 2023. The cancellation notice was issued in January of 2024 without the consent of the majority owners of GlycoCheck B.V. In November 2023, GlycoCheck B.V. lost its license to use the technology, which was the basis of the distribution agreement with the Company. The licensor of the technology is an unrelated party and has allowed the Company to continue to operate under the terms of the original agreement.
| 37 |
Legal Counsel
The Company’s legal counselors
included a former member of the board of directors, Jody Walker. Ms. Walker provided legal services for SEC reporting and general
legal matters through her firm J.W. Walker & Associates until her resignation in July of 2024. Legal fees billed during the
periods ended December 31, 2024 and 2023 were $
Accounts Payable – Related Parties
The Company reimburses certain officers and board
members for company expenses paid through individual credit cards. Total short-term advances from Resides Enterprises, a company controlled
by William Resides, Chief Executive Officer, were $
Notes Payable – Related Parties
Certain related party loans are secured by all assets of the Company or all assets of a subsidiary as evidenced by UCC Financing Statements as follows:
| Schedule of secured related party loans | ||||
| Filed on Loans to BioRegenx | ||||
| Libertas Trust | ||||
| Wilshire Holding Trust |
| Filed on Loans to NuLife Sciences | ||||
| Resco Enterprises Trust | ||||
| Avis Trust |
NOTE 11— COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases two office spaces, its headquarters in Chattanooga Tennessee and a satellite office in Alpine, Utah both are short term leases. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month (See Note 9). The satellite office is leased from an unrelated party under a twelve-month extension to the original lease at $825 to $2,445 per month. The Company negotiated a release from the Alpine location lease and the lease terminated after September of 2024. In addition, the Company also rents storage space on a month-to-month basis in various locations with total monthly cost of less than $1,000 per month.
Warrants issuable upon financing
In August 2023, Hitesh Juneja, a former employee, was granted warrants in an amount to be determined based on the amount of approved equity financing related to his efforts. The grant provided for warrants equal to 0.5% of the outstanding shares at the time of the grant. Warrants for the 0.5% of outstanding shares would be issued for bringing in $1,000,000 of equity, with a maximum percentage of 7% for larger equity fundings. The warrants would be exercisable at the fair market value of the shares on the date of funding. The warrants are exercisable one third on the date of grant and one third each of the next two years. No warrants have been issued under this grant and no compensation expense has been recognized.
| 38 |
Company disputes and other claims
The Company is involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities and contractual issues. Such disputes arise from time to time in the ordinary course of conducting business. The disputes including matters involving amounts due to the Company, contract performance standards, options and warrants granted and liabilities under contracts or arrangements entered by the prior officers including with parties related to them. The Company records a liability when a particular contingency is probable and estimable. The Company faces contingencies that are reasonably possible to occur; however, they cannot currently be estimated. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future.
NOTE 12—INCOME TAXES
The Company uses an asset and liability approach
for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood
of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either
expire before the Company is able to realize their benefits, or that future deductibility is uncertain. As of December 31, 2024, the Company
expect to have ($
The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The Company’s policy is to record interest
and penalties on uncertain tax provisions as income tax expense. As of December 31, 2024, and 2023, the Company has
Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time.
The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows:
| Schedule of federal statutory income tax rate | ||||||||
| 12/31/2024 | 12/31/2023 | |||||||
| Income tax benefit at federal statutory rate | ( | ( | ||||||
| State income tax benefit, net of federal benefit | ( | ( | ||||||
| Change in valuation allowance | ||||||||
| Income taxes at effective tax rate | ||||||||
| 39 |
The components of deferred taxes consist of the following at December 31, 2024 and 2023.
| Schedule of deferred taxes | ||||||||
| 12/31/2024 | 12/31/2023 | |||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Capital loss carryforwards | ||||||||
| Reserves, accruals and other | ||||||||
| Deferred stock-based compensation | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
NOTE 13—SEGMENT INFORMATION
The company operates and manages its business as one reportable and operating segment as a medical testing, diagnostic and nutraceutical company. The Company focuses on commercialization of its patented technologies in its field.
The Company’s Chief Operating Decision Maker (CODM) reviews financial information and presented and decides how to allocate resources based on potential new revenues. Gross sales, cost of goods sold and net income (loss) are used for evaluating financial performance.
Significant segment items used by the CODM include gross sales, cost of goods sold, salaries, stock based compensation, distributor incentive, and legal and accounting.
| Segment information | Years Ended December 31, | |||||||
| 2024 | 2023 | |||||||
| Net sales | $ | $ | ||||||
| Less: | ||||||||
| Cost of goods sold | ||||||||
| Salaries and wages | ||||||||
| Stock based compensation | ||||||||
| Distributor incentives | ||||||||
| Legal and accounting | ||||||||
| Depreciation and Amortization | ||||||||
| Impairments | ||||||||
| Other operating expenses | ||||||||
| Interest expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 14—SUBSEQUENT EVENTS
Adler Notes
On January 11th the Adler and Genesis notes went beyond the term of the loans. The management began renegotiating the notes with the lender immediately and effective February 1st, 2025 the loans were extended and restated. Adler purchased the Genesis note in anticipation of this extension. The loans were extended until October 9th, 2025 by the agreement with the lender. The extension terms call for 1% interest per month and $5,000 payments per month on one Adler note until May 2025 at which time the payments become $5,000 per month for each note. The Company will issue 250,000 common shares to the lender for each note extended. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increases to 1.5%.
VHS Pool
In January of 2025, a member of the VHS Pool contacted the Company and claimed the change in ownership of Microvascular Health Solutions when it became a subsidiary of the Company in April 0f 2021 may potentially constitute a liquidity event which would accelerate the VHS Pool payments. The Company and the VHS Pool Member have since been negotiating terms of a revised royalty agreement. The parties agreed to a tolling of the statute of limitations of the potential breech until the earlier of March 31, 2026 or within in 60 days should either party terminate the agreement. The Company does not believe there has been a breech and that the effect of a revised agreement will not have a material effect on the financial statements or future operations.
| 40 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the period ended December 31, 2024. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification material weaknesses in our internal control over financial reporting as described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2024. Our management concluded we have the following material weaknesses . A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
| 41 |
Ineffective Control Environment. The Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) did not have its Board of Directors review and approve significant transactions; (iii) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (iv) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements; (v) had inadequate segregation of duties consistent with control objectives; and (vi) lack of written documentation of the Company’s key internal control policies and procedures over financial reporting. The Company is required under Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal control over financial reporting. The Company did not formally document policies and controls to enable management and other personnel to understand and carry out their internal control responsibilities including the lack of closing checklists, budget-to-actual analyses, balance sheet variation analysis, and pro-forma financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner;
Ineffective controls over financial statement close and reporting process. The Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company: (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements; and (ii) did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved; and insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the period ended December 31, 2024, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
As of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2024, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31,
2024, no director or officer of the Company
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth certain information regarding our current directors and executive officers. Our executive officers serve one-year terms.
| Name | Age | Position | Term | |||
| William Resides | 56 | Chief Executive Officer, Interim Chief Financial Officer, Director | 3/8/2024 to present | |||
| Suzanne Bird | 60 | Director | 3/8/2024 to present | |||
| Thomas Powers | 49 | Director | 3/8/2024 to present | |||
| Richard Janney | 66 | Director | 10/7/2024 to present |
Officers and Directors
The following is the biographical information for the current officers and directors of the Company.
William Resides
Mr. Resides is the Chief Executive Officer, Interim Chief Financial Officer and a Director of the Company. Mr. Resides is the Co-founder and Chief Executive Officer of NuLife (a Subsidiary of the Company) where he leads a mission of redefining health utilizing the latest in technologies and top of class products in the health and wellness sector. He has served in that role since October 2012 to present. From March 2016 to present, Mr. Resides has been a managing member of Resides Enterprises, LLC., a management consulting company. In addition, Mr. Resides has served as Vice President of Business Development for Loop Media, Inc, a public company, as well as for Crypto Insiders, LLC, and Money Clip 360, Inc. Before NuLife, Mr. Resides was in Chief Executive roles at AllTech Systems, LLC, Allwired Technologies, Inc. and Audio Visions, Inc., throughout the ’90s until 2011.
Suzanne Bird
Mrs. Bird is a Director of the Company. From 2006 to present, Mrs. Bird has been the Financial Administrator of the Fertility Center with offices located in Chattanooga and Knoxville, Tennessee. Mrs. Bird wrote and supported accounting software for the rental/retail industry from 1986 to 1991. In December 1985, Mrs. Bird received her Bachelor of Science in Computer Science from Southern Adventist University, Collegedale, Tennessee. She is the wife of Joseph S. Bird, Jr., M.D., co-founder of the Company and NuLife.
Thomas Powers
Mr. Powers is a Director of the Company. From 2014 to present Mr. Powers has been a Board Member of Findit Inc., a SEO firm which was acquired by the Company. From 2017 to present Mr. Powers has been the President and Founder of Rent Button, a Real Estate Rental platform. From 2023 to present Mr. Powers has been in a senior position at Guesty, Inc, a SaaS company serving the Short Term Rental Industry. Mr. Powers has experience in B2B ventures including the Security Industry, Merchant Services, Point of Sale and SEO consulting.
Richard Janney
Mr. Janney is a Director of the Company. Mr. Richard H. Janney was the Chief Financial Officer at Lyten, Inc. from August 2022 to January 2025. ClearNote Health from July 2021 to February 2023 and Pinnacle Engines, Inc from December 2019 to June 2022. Mr. Janney was previously employed as a Chief Accounting Officer by Skye Bioscience, Inc., a Chief Accounting Officer, VP & Controller by Trident Microsystems, Inc., an Interim Chief Financial & Accounting Officer by Asyst Technologies, Inc., and an Engagement Manager at Jefferson Wells International, Inc. He received his undergraduate degree from California Polytechnic State University (San Luis Obispo).
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Legal Proceedings
None of our executive officers or directors are parties to any material proceedings adverse to BioRegenx, have any material interest adverse to BioRegenx, or have, during the past ten years been subject to legal or regulatory proceedings required to be disclosed hereunder.
Family Relationships
There are no family relationships between any of our executive officers and directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely upon a review of the copies of such forms furnished to us under 17 CFR 240.16a-3(e) during our fiscal year ended December 31, 2024, all of our officers and directors filed Form 3 late.
Board of Directors
Our board of directors currently consists of four members. The directors are elected at the annual stockholders meeting.
Audit Committee
The Company presently has an Audit Committee consisting of two directors. Mr. Janney is a qualified financial expert an independent director and he chairs the committee.
Committees and Procedures
| 1 | The Company does not have a standing nominating committee of the Board of Directors, or a committee that performing similar functions. Members of the Board of Directors act in lieu of the committee due to its small size. Now that the merger has occurred, the Company will move forward to finalize the required remaining committees. | |
| 2 | The members of the Board who act as nominating committee are not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a). | |
| 3 | The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders. | |
| 4 | The basis for the view of the board of directors that it is appropriate for the Company not to have such a policy is that there is no need to adopt a policy for a small company. | |
| 5 | The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations. | |
| 6 | There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background. | |
| 7 | The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean background. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board. |
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Code of Ethics
The Company has adopted a Code of Ethics for the Board and any salaried employees. Our Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Code of Ethics that complies with Item 406 of Regulation S-B of the Exchange Act. Our Code of Ethics is posted on our website - www.bioregenx.com. We will satisfy the disclosure requirement of Item 5.05 of Form 8-K (which requires disclosure on Form 8-K or the Company website of certain waivers or amendments of the Company’s code of ethics) by posting information at this location on the Company website.
We undertake to provide a copy of our Code of Ethics to anyone without charge. To request a copy, please contact our investor relations via telephone, email or mail, as follows:
1-866-770-4067
support@bioregenx.com
7407 Ziegler Rd
Chattanooga, TN 37421
Stockholder Director Nomination Procedures
There have not been any material changes to the procedures by which stockholders may recommend nominees to our board of directors.
Insider Trading Policy
We have
Policy on Timing of Equity Award Grants
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth summary executive compensation information for our “Named Executive Officers”, determined for the fiscal year ended December 31, 2024, for each of fiscal years ended December 31, 2024 and December 31, 2023.
Summary Compensation Table
| Salary | Bonus | Stock awards | Option Awards | All other compensation | Total | |||||||||
| Name and principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||
| William Resides, Chief Executive Officer and | 2023 | 187,500 | 0 | 0 | 0 | 15,000 | 202,500 | |||||||
| Interim Chief Financial Officer | 2024 | 157,500 | 0 | 0 | 0 | 0 | 157,500 |
We do not maintain key-man life insurance for our executive officer/director. We do not have any long-term compensation plans or stock option plans.
As of the date hereof, grants of stock options to purchase our Common Stock made to the Named Executive Officers named in the Summary Compensation Table are as follows:
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Stock Option Grants
In August 2023, Hitesh Juneja was granted warrants to purchase 18,654,016 shares of the Company’s common stock under the Plan for services performed. The warrants had exercise price of $0.19 per share, expiring 10 years from date of grant, and with total fair value at the date of grant determined to be $2,238,482. The warrants vested one third at the date of the grant and one third each for the next two years. The services of Mr. Juneja were eventually terminated during 2023, however since there was no determinable period for earn-out, the full fair value of the award was recorded at date of termination. As such, compensation expense in the amount of $2,238,482 for the warrants granted was recorded in 2023.
During the year ended December 31, 2024, the Company granted options to acquire 23,573,328 shares of its common stock at $0.13 per share with a fair value of $2,851,045 to two directors, one of whom was an officer. The options had a vesting term of 50% at grant date, 25% on 1st year anniversary date, and the remaining 25% on 2nd year anniversary from grant date. At the grant date 12,213,328 of the options with a fair value of $1,491,833 vested immediately. Both directors resigned in July of 2024. As the options did not include a forfeiture provision, or any acceleration clauses, Management determined to account for the full amount of the award as a cost during the year ended December 31, 2024 as there were no future services to be performed. The full value of the options granted with a fair value of $2,851,045 are included in selling, general and administrative expenses in the accompanying statements of operations.
Outstanding Equity Awards
There were no equity awards outstanding at year end held by Named Executive Officers.
Option Exercises
There were no options exercised by our Named Executive Officers or directors from inception through fiscal year end December 31, 2024.
Potential Payments upon Termination or Change in Control
We have not entered into any compensatory plans or arrangements with respect to our executive officers, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or a change in his responsibilities following a change in control.
Recovery of Erroneously Awarded Compensation
None.
Director Compensation
We did not pay our directors any compensation during fiscal years ended December 31, 2024. Beginning in fiscal year 2025, director compensation is currently set at $7,500 per quarter per director payable in Company equity. The Company has not yet issued equity to the directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding our shares of common stock beneficially owned as of [April 15, 2025 ], 2025 for (i) each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group (iii) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock. A person is considered to beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of [April 15, 2025], 2025. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of [April 15, 2025], 2025 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them. Unless otherwise indicated, the principal address of each listed executive officer and director is[7407 Ziegler Rd, Chattanooga, TN 37421].
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The percentages below are calculated based on 3,800 shares of our Series A preferred stock and 956,994,100 shares of our common stock issued and outstanding. Each share of our common stock is entitled to one vote per share and each share of our Series A preferred stock is entitled to 2,500 votes. Except as otherwise indicated in the footnotes to the table set forth below, all persons listed have sole voting power and investment power, except to the extent that authority is shared by spouses under applicable law, and record and beneficial ownership of their common stock. Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o BioRegenx, Inc., 7407 Ziegler Rd, Chattanooga, Tennessee 34721
The beneficial owners, management and directors do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
| Shares Beneficially Owned | ||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Total Voting Power | ||||||||||||||||||
| Name of Beneficial Owner | Number | % | Number | % | % | |||||||||||||||
| Named Beneficial Executive Officers and Named Directors | ||||||||||||||||||||
| William Resides(1) | 218,730,145 | 22.86% | 1,120 | 29.47% | 22.92% | |||||||||||||||
| Suzanne Bird(2) | 93,655,264 | 9.79% | 480 | 12.63% | 9.81% | |||||||||||||||
| Thomas Power | 3,790,607 | 0.40% | 0 | 0.00% | 0.39% | |||||||||||||||
| Richard Janney | 0 | 0.00% | 0 | 0.00% | 0.00% | |||||||||||||||
| All executive officers and directors as a group (4 persons) | 316,176,016 | 33.04% | 1,600 | 42.10% | 33.12% | |||||||||||||||
| 5% Shareholders | ||||||||||||||||||||
| Wilshire Holding Trust, (William Resides Trustee) | 197,864,944 | 20.68% | 1,008 | 26.53% | 20.73% | |||||||||||||||
| JARA Irrevocable Trust (Robert Doran Trustee)(3) | 73,800,000 | 7.71% | 400 | 10.53% | 7.74% | |||||||||||||||
| Libertas Trust (Joseph Bird and Suzanne Bird JT Trustees) | 84,799,264 | 8.86% | 432 | 11.37% | 8.89% | |||||||||||||||
| RNL Lonepeak Holding, LLC Robert Long, Member and Robert Long(4) | 200,853,872 | 20.99% | 1,015 | 26.79% | 21.05% | |||||||||||||||
| Hans Vink Beheer BV, Hans Vink, principal | 122,619,600 | 12.81% | 617 | 16.24% | 12.85% | |||||||||||||||
_________________
| (1) | William Resides, an officer and director of the Company is the Trustee of the Wilshire Holding Trust. Additionally, William Resides controls Resides Enterprises LLC which owns 195,201 common shares. The officer and director holdings include amounts held indirectly held by the identified 5% shareholder. | |
| (2) | Suzanne Bird, a director of the Company is a co-Trustee of the Libertas Trust and spouse of Joseph Bird. The officer and director holdings include amounts held indirectly by the identified 5% shareholder. | |
| (3) | Robert Doran, a former officer and former director of the Company is the Trustee of the JARA Irrevocable Trust. | |
| (4) | Robert Long, a former officer and former director of the Company is (a)(the) member of RNL Loanpeak Holdings, LLC which owns 187,447,552 common shares and 1,015 series A preferred shares. He is trustee of Robert M Long Trust which owns 899,280 common shares. |
We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Rental
The Company rents its home office from BBD Holdings, LLC which is controlled by Joseph Bird, a significant shareholder and spouse of a director. The rental is on the month-to-month basis and is at a rate of $1,725 per month which is no more than the prevailing rate for the Chattanooga, TN market. Rent paid during the periods ended December 31, 2024 and 2023 were $20,700 and $20,700, respectively.
Royalties
The Company sells a product subject to a royalty agreement with the VHS Pool that was set up by a predecessor entity, through two if its subsidiaries. A significant stockholder – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool. Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments are not ascertainable.
The royalty agreement calls for the payment of 1% of the gross sales of the subject product(s). The royalty applies to any product designed to support a healthy Endothelium Glycocalyx, such as the company’s Endocalyx. The royalty agreement also calls for the payment of 1% of the proceeds, after taxes, on a liquidity event. A liquidity event is defined as the subsidiary entering an arms-length transaction with a third party or making an initial public offering. Should a liquidity even occur, the agreement requires a minimum payment to raise the pool amount to $7,500,000. The maximum amount of the VHS Pool is $15,000,000.
Royalties incurred during the years ended December 31, 2024 and 2023 were $11,364 and $14,469, respectively.
See Note 14 of the Financial Statements for discussion of subsequent events.
Distribution Agreement
The Company has a worldwide distribution agreement with GlycoCheck B.V. for the GlycoCheck machine distribution. Bob Long and Hans Vink are directors of both BioRegenx, Inc. and GlycoCheck B.V. and may have an ownership interest in Glycocheck B.V. Mr. Long and Mr. Vink have left the Company and have called into question the status of the distribution agreement by issuing a cancellation notice. There were no amounts paid or accrued under the distribution agreement during the years ended December 31, 2024 and 2023. The cancellation notice was issued in January of 2024 without the consent of the majority owners of GlycoCheck B.V. In November 2023, GlycoCheck B.V. lost its license to use the technology, which was the basis of the distribution agreement with the Company. The licensor of the technology is an unrelated party and has allowed the Company to continue to operate under the terms of the original agreement.
Legal Counsel
The Company’s legal counselors included a former member of the board of directors, Jody Walker. Jody provided legal services for SEC reporting and general legal matters through her firm J.W. Walker & Associates until her resignation in July of 2024. Legal fees billed during the periods ended December 31, 2024 and 2023 were $50,874 and $102,023, respectively. The balance of $72,061 was still owed by the Company at year end. In January 2024, Jody was granted 6,880,000 option to acquire common stock at $0.13 per share. The options with a fair value of $832,092 were included in selling, general and administrative expenses,
Accounts Payable – Related Parties
The Company reimburses certain officers and board members for company expenses paid through individual credit cards. Total short-term advances from Resides Enterprises, a company controlled by William Resides, Chief Executive Officer, were $199,740 and $204,612 at December 31, 2024 and 2023, respectively. Balances due prior officers and board members were $22,048 and $8,904 at December 31, 2024 and 2023, respectively.
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Notes Payable – Related Parties
Certain related party loans are secured by all assets of the Company or all assets of a subsidiary as evidenced by UCC Financing Statements as follows:
| Filed on Loans to BioRegenx | ||||
| Libertas Trust | 180,000 | |||
| Wilshire Holding Trust | 518,000 |
| Filed on Loans to NuLife Sciences | ||||
| Resco Enterprises Trust | 157,747 | |||
| Avis Trust | 67,606 |
Equity Instruments Issued for Service
See Note 7 of the Financial Statements for discussion of options issued to officers and directors.
Director Independence
As of the date of this Annual Report, our board has four directors. The board has determined that Richard Janney is our sole “independent director” as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”). Independence of board members shall be re-evaluated by the board annually.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Weinberg & Company, P.A. (“Weinberg”) was our independent registered public accounting firm for the years ended December 31, 2024, and 2023.
The following table shows the fees paid or accrued by us for the audit and other services provided by Weinberg for the years ended December 31, 2024, and 2023:
,
| 2024 | 2023 | |||||||
| Audit Fees | $ | 96,531 | $ | 134,837 | ||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 96,531 | $ | 1,34,837 | ||||
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
Audit Fees
The aggregate fees billed for the years ended December 31, 2024 and 2023 for professional services rendered by Weinberg for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the periods ended December 31, 2024 and 2023 were $96.531 and $134,837, respectively.
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Audit related fees
The aggregate fees billed for the years ended December 31, 2024 and 2023 for assurance and related services by Weinberg that are reasonably related to the performance of the audit or review of the Company’s financial statements for those fiscal years were included in the above listed were $96,531 and $134,837, respectively.
Tax Fees
We incurred aggregate tax fees and expenses from Weinberg during the years ended December 31, 2024 and 2023 for professional services rendered for tax compliance, tax advice, and tax planning of $0 and $0, respectively.
All Other Fees
None.
Audit Committee Policies and Procedures
We have an audit committee which is comprised of two board members, one of which we have determined is an “independent director” and financial expert. Our audit committee pre-approve all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services and, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm. In fiscal year ending December 31, 2024, all audit services provided by Weinberg and fees paid to Weinberg were unanimously pre-approved according to our policy.
There were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2024 and 2023
Statements of Operations for the years ended December 31, 2024 and 2023
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023
Statements of Cash Flows for the years ended December 31, 2024 and 2023
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
The following exhibits are included herewith or incorporated by reference as noted:
| Exhibit No. | Description | |
| 2.1 | Acquisition Agreement dated December 5, 2023 by and among BioRegenx, Inc., DocSun BioMedical Holdings, Inc. and its shareholders (incorporated by reference to exhibit 2.1 to Form 10-Q/A as filed October 9, 2024) | |
| 2.2 | Agreement and Plan of Merger dated December 29, 2022 by and between BioRegenx, Inc. (merged out entity) and Findit, Inc. (the surviving entity) (incorporated by reference to exhibit 2.2 to Form 10-Q/A as filed October 9, 2024) | |
| 3.1 | Articles of Incorporation dated December 23, 1998 (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 3.2 | Amendment to Certificate of Designation of Series B Convertible Preferred Stock filed December 30, 2015 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K, as filed on April 4, 2023) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation filed with the State of Nevada on March 29, 2016 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K as filed on April 4, 2023) | |
| 3.4 | Certificate of Amendment to Articles of Incorporation filed on March 8, 2024 (incorporated by reference to Exhibit 3.6 to Current Report on Form 8-K dated March 8, 2024, as filed April 1, 2024) | |
| 3.5 | Articles of Merger dated March 8, 2024 (incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.6 | Certificate of Designation of Series A Preferred Shares filed March 14, 2024 (incorporated by reference to Exhibit 3.7 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.7 | Certificate of Correction dated March 26, 2024 (incorporated by reference to Exhibit 3.8 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.8 | Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 4(vi) | Description of Securities | |
| 4.1 | Form of 2024 16% Convertible Note (incorporated by reference to exhibit 4.1 to Form 10-Q as filed October 9, 2024) | |
| 4.2 | Form of 2024 Warrant (incorporated by reference to exhibit 4.2 to Form 10-Q as filed October 9, 2024) | |
| 10.1 | Distribution Agreement dated December 1, 2014 by and between MicroVascular Health Solutions, LLC and Glycocheck B.V (incorporated by reference to exhibit 10.1 to Form 10-Q/A as filed October 9, 2024) | |
| 10.2 | Agreement dated May 13, 2015 by and between Vascular Health Sciences, LLC, Theodore C. Skokos, Loan Peak Innovative Holdings, LLC, JD2 Holdings, Inc., Dayid Daniels, Atmadharma, LLC, Bruce Bouche, the Ted and Shannon Skokos Foundation, and Pvsa Investments LLC, on one hand, and Microvascular Health Solutions LLC, Vigorous Health LLC, and Robert Long, on the other hand (incorporated by reference to exhibit 10.2 to Form 10-Q/A as filed October 9, 2024) | |
| 10.3 | Form of 2024 16% Convertible Note Purchase Agreement (incorporated by reference to exhibit 10.1 to Form 10-Q as filed October 9, 2024) | |
| 14 | Code of Ethics | |
| 19 | Insider Trading Policy | |
| 21 | Subsidiaries | |
| 31 | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 | The following materials from BioRegenx, Inc.’s Annual Report on Form 10-k for the fiscal year ended December 31, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Changes in Stockholders (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements | |
| 104 | The cover page from the BioRegenx, Inc. Annual Report on Form 10-K for the quarter ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101 |
ITEM 16. 10-K SUMMARY
None.
| 51 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BioRegenx, Inc.
/s/ William Resides
By: William Resides
Its: Chief Executive Officer
(Principal Executive Officer)
Date: April 15, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| /s/William Resides William Resides |
Chief Executive Officer, Interim Chief Financial Officer, Director (Principal Executive Officer; Principal Financial Officer) |
April 15, 2025 | ||
| /s/Suzanne Bird | Director | April 15, 2025 | ||
| Suzanne Bird | ||||
| /s/Thomas Powers | Director | April 15, 2025 | ||
| Thomas Powers | ||||
| /s/Richard Janney | Director | April 15, 2025 | ||
| Richard Janney |
| 52 |
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Our common stock, par value $0.001 per share, is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is quoted under the symbol BRGX on the OTC Pink Current Market. The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions. As of December 31, 2024, we had 1,500,000,000 shares of common stoclk authorized and 956,994,100 shares of common stock issued and outstanding.
DESCRIPTION OF COMMON STOCK
The following is a summary of the material terms of our common stock. This summary does not purport to be exhaustive and is qualified in its entirety by reference to our articles of incorporation, as amended (“Articles”) and our bylaws, as amended (“Bylaws”) and to the applicable provisions of Delaware law.
We are authorized to issue 1,500,000,000 shares of common stock, $0.001 par value. Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Holders of common stock are entitled to receive such dividends as may be declared by our board out of funds legally available and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our directors are not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and nonassessable.
On March 31, 2025, there were 300 shareholders of record of our common stock. This number does not include “street name” or beneficial holders, whose shares are held of record by banks, brokers, financial institutions and other nominees.
Transfer Agent and Registrar
The transfer agent for the Company’s common stock is Clear Trust, LLC- telephone (813) 235-4490.
Certain Provisions of Nevada Law and the Company’s Articles of Incorporation and Bylaws
The following paragraphs summarize certain provisions of Nevada law and the Company’s Articles and Bylaws. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to Nevada law and to the Company’s Articles and Bylaws, copies of which are on file with the Securities and Exchange Commission as exhibits to reports previously filed by the Company.
General
Certain provisions of the Company’s Articles and Bylaws and Nevada law could make an acquisition of the Company by a third party, a change in the Company’s incumbent management, or a similar change in control more difficult, including:
| · | an acquisition of the Company by means of a tender or exchange offer; | |
| · | an acquisition of the Company by means of a proxy contest or otherwise; or | |
| · | the removal of a majority or all of the Company’s incumbent officers and directors. |
| 1 |
These provisions, which are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s board of directors. The Company believes that these provisions help to protect its potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company and that this benefit outweighs the potential disadvantages of discouraging such a proposal because the Company’s ability to negotiate with the proponent could result in an improvement of the terms of the proposal. The existence of these provisions, which are described below, could limit the price that investors might otherwise pay in the future for the Company’s securities.
Articles of Incorporation and Bylaws
Authorized But Unissued Capital Stock. The Company has shares of common stock available for future issuance without stockholder approval, subject to any limitations imposed by the OTC Pink Current Market or by the listing standards of any securities exchange on which the Company’s stock may be listed in the future. The Company may utilize these additional shares for a variety of corporate purposes, including for future public offerings to raise additional capital or facilitate corporate acquisitions or for payment as a dividend on the Company’s capital stock. The existence of unissued and unreserved common stock may enable the Company’s board of directors to issue shares to persons friendly to current management or could discourage a third party from seeking to acquire, a controlling interest in the Company by means of a merger, tender offer, proxy contest, or otherwise.
Election of Directors. Under Nevada law, a majority of directors then in office may fill any vacancy occurring on the Company’s board of directors, even though less than a quorum may then be in office. These provisions may discourage a third party from voting to remove incumbent directors and simultaneously gaining control of the Company’s board of directors by filling the vacancies created by that removal with its own nominees.
Anti-takeover Effects of Nevada Law
Business Combinations with Interested Stockholders
The “business combination with interested stockholders” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the combination is approved by the Company’s board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the Company’s board of directors and at such time or thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:
| · | the combination was approved by the Company’s board of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the Company’s board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or | |
| · | if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher; (b) the market value per share of Common Stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher; or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. |
Notwithstanding the foregoing, NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder after the expiration of four years after the person first became an interested stockholder.
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A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to more than 5% of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, (c) more than 10% of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.
In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer the Company’s stockholders the opportunity to sell their stock at a price above the prevailing market price.
Control Share Acquisitions
The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.
A corporation may elect to not be governed by, or “opt-out” of, the control share provisions by making an election in its Articles of Incorporation or Bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. The Company has not opted out of the control share statutes and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.
The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of the Company.
Indemnification
Our Company is authorized under its Articles to indemnify each present and future officer and director against all costs, expenses and liabilities, including amounts of judgments, amounts paid and compromised settlements, and amounts paid for services of counsel and other related expenses, which may by incurred by or imposed on him/her in connection with any claim, action. suit, proceeding, investigation, or inquiry made, instituted, or threatened in which he/she maybe involved as a party or otherwise by any past or future action taken or authorized and approved by him/her or any admission to act as such officer or director, at the time of the incurring or imposition of such cost, expenses, or liabilities. This shall not be applied to any costs, expenses, or liabilities to any matters to which he/she shall in such action, suit, or other proceeding, be finally adjudged to be liable by reason of his/her intentional misconduct, fraud, or a knowing violation of any law, or for the payment of dividends in violation of NRS 78.300. As to whether or not such director or officer was liable by reason of his/her acts or omissions which involve intentional misconduct, or a knowing violation of the law, in the absence of final adjudication of the existence of such liability. The board of directors, and each officer and director may conclusively rely upon an opinion of legal counsel selected by the board of directors.
The foregoing right of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled to as a matter of law or otherwise, and shall inure to the benefit of the heirs, executors, administrators, and assigns of each officer or director.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Exhibit 14
CODE OF ETHICS AND BUSINESS CONDUCT
FOR
OFFICERS, DIRECTORS AND EMPLOYEES
OF
BIOREGENX, INC.
1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM THE COMPANY HAS AN OBLIGATION.
The officers, directors and employees of BioRegenx, Inc. (the "Company") are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.
For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.
For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.
2. PROMOTE A POSITIVE WORK ENVIRONMENT.
All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.
Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.
3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN.
We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health and safety laws and regulations.
4. KEEP ACCURATE AND COMPLETE RECORDS.
We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.
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5. OBEY THE LAW.
We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:
A. STRICTLY ADHERE TO ALL ANTITRUST LAWS.
Officer, directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.
B. STRICTLY COMPLY WITH ALL SECURITIES LAWS.
We intend to become a public company. As a result, we must always be alert to and comply with the securities laws and regulations of the United States and other countries.
| i. | Do not engage in speculative or insider trading. |
Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.
Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.
Two simple rules can help protect you in this area:
(a) Do not use nonpublic information for personal gain.
(b) Do not pass along such information to someone else who has no need to know.
This guidance also applies to the securities of other companies for which you receive information in the course of your employment at the Company.
| ii. | Be timely and accurate in all public reports |
As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of the Company are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.
| 2 |
Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.
When we are a public company, the principal executive officer and principal financial officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.
6. AVOID CONFLICTS OF INTEREST.
Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a conflict of interest with the Company. Officers, directors and employees should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.
HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
| · | Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Company. | |
| · | Acceptance of gifts, payment, or services from those seeking to do business with the Company. | |
| · | Placement of business with a firm owned or controlled by an officer, director or employee or his/her family. | |
| · | Ownership of, or substantial interest in, a company that is a competitor, client or supplier. | |
| · | Acting as a consultant to the Company, a customer, client or supplier. | |
| · | Seeking the services or advice of an accountant or attorney who has provided services to the Company. |
Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.
7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES.
We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.
If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.
| 3 |
8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS.
The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of the Company will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.
9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES.
Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.
10. PROTECT PROPRIETARY INFORMATION.
Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.
11. OBTAIN AND USE COMPANY ASSETS WISELY.
Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.
12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITIC CONTRIBUTIONS AND ACTIVITIES.
The Company encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.
13. BOARD COMMITTEES.
The Company shall establish an Audit Committee empowered to enforce this Code of Ethics. The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's Code of Ethics, the Company's controls and reporting procedures and the Company's business conduct.
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14. DISCIPLINARY MEASURES.
The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.
Understood and Agreed to on the ________ day of _______________, 2023
Name
Title
| 5 |
Exhibit 19
Adopted by the Board of Directors on March 3, 2022.
BioRegenx, Inc.
STATEMENT OF COMPANY POLICY ON INSIDER TRADING AND POLICY REGARDING SPECIAL TRADING
PROCEDURES*
March 3, 2022
A Statement of Company Policy on Insider Trading and Policy Regarding Special Trading Procedures (collectively, this “Policy”) is being provided to you. You should read this Policy, address questions to Sherri Adams, our Director of Operations and Liaison to our General Counsel of BioRegenx, Inc. (the “Company”) and sign it via DocuSign. Sherri Adams, DOO, BioRegenx, Inc. Sherri.Adams@NuLifeSciences.com
Policy Statement on Insider Trading
The Company has adopted a policy on insider trading (the “Policy”) that applies to each officer, director and employee of the Company*. A statement regarding such policy has been distributed to all officers, directors and employees. It is the policy of the Company that no director, officer or other employee (or any other person designated by this Policy or the Company’s General Counsel) who is aware of material nonpublic information related to the Company may, directly, or indirectly through family members or other persons or entities:
| (i) | engage in transactions in the securities of the Company (except as otherwise expressly provided in this Policy); |
| (ii) | recommend that any other person engage in transactions in the securities of the Company; |
| (iii) | disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information or to persons outside of the Company, including, but not limited to, family, friends, business associates, investors and expert consulting firms, unless such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or |
| (iv) | assist anyone engaged in the above activities. |
In addition, it is the policy of the Company that no director, officer or other employee (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.
This Policy applies to all directors, officers and employees of the Company, its subsidiaries and affiliates. You must read, sign and retain this Policy statement and, upon request by the Company, re-acknowledge it.
| * | The term “Company” refers to BioRegenx, Inc., its subsidiaries and its affiliates, collectively or individually, as the context requires. |
| 1 |
Discussion: What is “Insider Trading”?
Insider trading is, in addition to being a violation of this Policy, a violation of securities laws. The penalties for insider trading are discussed herein.
The term “insider trading” generally is used to refer to the use of material, nonpublic information to trade in securities or to communications of material, nonpublic information to others who may trade on the basis of such information.
While the law concerning insider trading is not static, it is generally understood that the law prohibits insiders of the Company from doing the following:
| (1) | Trading in the Company’s securities while in possession of material, nonpublic information concerning the Company. |
| (2) | Having others trade on the insider’s behalf while he or she is in possession of material, nonpublic information. |
| (3) | Communicating nonpublic information concerning the Company or other companies that the Company does business with to others who may then trade in the Company’s securities or pass on the information to others who may trade in the Company’s securities. Such conduct, also known as “tipping,” violates laws that impose strict penalties upon both companies and individuals, including both financial sanctions and prison. Tipping results in civil and criminal liability for the insider of the Company who communicates such information, even if such insider does not actually trade himself, and for the person who received the information if the person has reason to know that it was an improper disclosure and acts on such information or passes it on to others who may act on it.1 |
The elements of insider trading and the potential penalties for such unlawful conduct are discussed herein.
| 1 | When calculating the civil and criminal liability of a tipper, a tipper may be held responsible for the profits of his “tippees.” This means that the tipper may be required to pay back the government all of the profits received by his tippee (and others in the chain of the tip), even if the tipper did not actually profit. Similarly, the profits of a tippee may be used to calculate the prison sentence of the tipper, which may extend the length of any sentence. |
| 2 |
| 1. | Who is an Insider? |
The concept of “insider” generally includes any person who possesses nonpublic information about the Company and who has a duty to the Company to keep this information confidential. This Policy applies to all directors, officers and employees of the Company and its subsidiaries. In addition, the Company may determine that other persons should be subject to this Policy, such as service providers, contractors or consultants who have access to material nonpublic information in connection with such service. Outsiders who could be subject to this Policy include, among others, the Company’s attorneys, accountants, consultants, advisory board members, investment bankers and the employees of such organizations.
This Policy also applies to your family members who reside with you (including a spouse, child, child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members whose transactions in the Company securities are directed by you or are subject to your influence or control (collectively referred to as “family members”). This Policy further applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “controlled entities”).
| 2. | What is Material Information? |
“Material Information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider such information important in making his or her investment decisions, or information that could be reasonably expected to affect the price of a company’s securities, whether it is positive or negative. It is important to remember that materiality will always be judged with the benefit of hindsight.
Although there is no precise definition of materiality, information is likely to be “material” if it relates to:
| · | earnings or expectations for the quarter or the year; | |
| · | forecasts or projections of future earnings or losses, or other earnings guidance; | |
| · | changes to previously announced earnings guidance, or the decision to suspend earnings guidance; | |
| · | clinical development milestones; | |
| · | changes in dividends, the declaration of a stock split, or an offering of additional securities; | |
| · | proposals or agreements involving a merger, acquisition, tender offer, joint venture, divestiture or leveraged buy-out; | |
| · | changes in relationships with major customers, or obtaining or losing important contracts; | |
| · | development of a significant new product, process or service; | |
| · | bank borrowings or other financing transactions out of the ordinary course; | |
| · | important product developments; | |
| · | major financing developments; | |
| · | major personnel changes; | |
| · | criminal indictments or material civil litigation or government investigations; | |
| · | significant disputes with major suppliers or customers; | |
| · | labor disputes including strikes or lockouts; | |
| · | substantial change in accounting methods; | |
| · | debt service or liquidity problems; | |
| · | bankruptcy or insolvency; | |
| · | public offerings or private sales of debt or equity securities; | |
| · | calls, redemptions or repurchases of the Company’s securities; or | |
| · | change in auditors or notification that the auditor’s reports may no longer be relied upon. |
“Inside” information could be material because of its expected effect on the price of the Company’s securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuse of “inside” information includes not only restrictions on trading in the Company’s securities but restrictions on trading in the securities of other companies affected by the inside information.
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| 3. | What is Nonpublic Information? |
In order for information to qualify as “inside” information it must not only be “material,” it must be “nonpublic.” “Nonpublic” information is information which has not been made available to investors generally. This includes information received from sources or in circumstances indicating the information has not yet been generally circulated.
At such time as material, nonpublic information has been released to the investing public, it loses its status as “inside” information. However, for “nonpublic” information to become public information it must be disseminated through recognized channels of distribution designed to reach the securities marketplace or public disclosure documents filed with the SEC that are available on EDGAR, and sufficient time must pass for the information to become available in the market.
To show that “material” information is public, it is generally necessary to point to some fact verifying that the information has become generally available, such as disclosure by filing of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, Current Report on Form 8-K or other report with the Securities and Exchange Commission or disclosure by press release to a national business and financial wire service (such as Dow Jones or Reuters), a national news service, or a national newspaper (such as The Wall Street Journal). The circulation of rumors or “talk on the street,” even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure.
Material, nonpublic information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a favored analyst or
a group of analysts retains its status as “nonpublic” information, the use of which is subject to insider trading laws. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information has yet to be publicly disclosed, the information is deemed “nonpublic” and may not be misused.
It is the policy of the Company to not consider material information public until the second business day after appropriate public dissemination.
| 4. | What Transactions Are Subject to this Policy? |
This Policy applies to transactions in the Company’s securities, including common stock, options or warrants to purchase common stock, or any other securities that the Company may issue, as well as derivative securities that are not issued by the Company, such as exchange- traded put or call options or swaps relating to the Company securities.
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This Policy does not apply to the following transactions, except as specifically noted:
Stock Option Exercises. This Policy does not apply to the exercise of any employee stock option acquired pursuant to the Company’s equity plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. This Policy, however, does apply to any market sale of restricted stock.
Transactions with the Company. This Policy does not apply to the purchase of the Company securities from the Company or the sale of the Company securities to the Company.
| 5. | What Are the Consequences of Violations of This Policy? |
Engaging in securities transactions while aware of material nonpublic information, or the disclosure of material nonpublic information is illegal.
Penalties for the purchase or sale of securities, while aware of material nonpublic information, or communicating material, nonpublic information to others who then trade in such securities, are severe, both for the individuals involved in such unlawful conduct and, potentially, for their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation (i.e., if the violation was one for tipping information). Penalties include:
| · | jail sentences of up to 10 years; | |
| · | disgorgement of profits; | |
| · | fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; | |
| · | criminal fines (no matter how small the profit) up to $1 million; and | |
| · | fines for the employer or other controlling person, such as a supervisor, of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. |
In addition, a violation of this Policy can be expected to result in serious sanctions by the Company, which may include dismissal for cause of the person involved, whether or not the employee’s failure to comply with this Policy results in a violation of law.
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Policy Regarding Special Trading Procedures
The following Special Trading Policies are applicable to all directors, officers and employees of the Company.
| 1. | Trading Windows and Pre-Clearance. |
There are times when the Company may be engaged in a material, nonpublic development. Although you may not know the specifics of the development, if you engaged in a trade before such development was disclosed to the public or resolved you might expose yourself and the Company to a charge of insider trading that could be costly and difficult to refute. In addition, a trade by you during such a development could result in significant adverse publicity for the Company.
Therefore, except pursuant to paragraph 3 below, you, your family members and controlled entities may only purchase or sell securities of the Company during the three or four “trading windows” that occur each year and only after pre-clearing your intent to trade with the Company’s General Counsel.
The trading windows consist of the period that begins on the second business day after issuance of a press release or other announcement by the Company disclosing quarterly or annual earnings through the date which is 14 days prior to the quarter or fiscal year end. To the extent a second trading window begins during the duration of an existing trading window, the trading window will continue for the duration of the trading window that expires on the latest date. In accordance with the procedure for waivers described below, in special circumstances a waiver may be given to allow a trade to occur outside of a trading window.
If you intend to engage in a trade during a trading window you must first receive permission to engage in a trade from the Company’s General Counsel*. The Company’s General
| * | If the Company’s General Counsel will be absent from the office or unavailable for a significant period of time, he or she will designate another executive officer of the Company to handle trading requests. |
Counsel may refuse to permit any transaction if he/she determines that it could give rise to a charge of insider trading. The Company’s General Counsel may seek advice of outside counsel as he/she may consider appropriate.
After receiving permission to engage in a trade, you should either complete your trade within three business days or make a new trading request.
The exercise of options to purchase for cash and hold common stock of the Company or the purchase from the Company of common stock of the Company is not subject to the Special Trading Procedures outlined above, but the shares so acquired may not be sold except during a trading window, after authorization from the Company’s General Counsel has been received, and after all other requirements of this Policy have been satisfied. Accordingly, the exercise of options and immediate sale of some or all of the shares through a broker is covered by these Special Trading Procedures.
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| 2. | Event-Specific Black-out Procedures. |
From time to time, an event may occur that is material to the Company and is known by only a few directors or officers. So long as the event remains material and nonpublic, the persons who are aware of the event, as well as other persons covered by these Special Trading Procedures, may not trade in the Company’s securities. The existence of an event-specific blackout will not be announced, other than it may be announced to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company’s securities during an event-specific blackout, the Company’s General Counsel will inform the requesting person of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Company’s General Counsel to designate a person as being subject to an event- specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.
| 3. | Rule 10b5-1 Plans. |
The Securities and Exchange Commission has established regulations under which individuals may purchase and sell securities in compliance with “insider trading” laws (more specifically, Rule 10b5-1 of the Securities Exchange Act of 1934) if such purchases or sales are made pursuant to (i) a binding contract to purchase or sell the security, (ii) instructions provided to a third person to execute the trade for the instructing person or entity’s account or (iii) an adopted written plan for trading securities; provided, that at the time of the decision to enter into such contract or plan or decision to provide such instructions, you were not aware of material, nonpublic information. In addition to other requirements set forth in such regulations, the contract, instructions or plan must (a) specify the amount, price and date of the purchase or sale or (b) provide a written formula or algorithm or computer program for determining the amounts, prices and dates of such purchases or sales.
Under the Company’s policy, you, your family members and your controlled entities may only enter into a contract or plan or provide instructions for the purchase or
sell securities of the Company in compliance with these regulations after receiving written pre-clearance of from the Company’s General Counsel. A copy of the Rule 10b5-1 Plan should be submitted for approval at least three business days prior to the entry into the Rule 10b5-1 Plan.
| 4. | Post-Trade Reporting. |
You are required to report to the Company’s General Counsel any transaction in securities of the Company by you, your family members or controlled entities not later than the business day following the date of your transaction. Each report you make to the Company’s General Counsel should include the date of the transaction, quantity, price, and broker through which the transaction was effected. This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the Company’s General Counsel if such information is received by the required date.
The foregoing reporting requirement is designed to help monitor compliance with the Special Trading Procedures set forth herein and to enable the Company to help those persons who are subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 to comply with such reporting obligations. Each officer and director, however, and not the Company, is personally responsible for ensuring that his or her transactions do not give rise to “short swing” liability under Section 16 and for filing timely reports of transactions with the Securities and Exchange Commission.
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| 5. | Compliance with the Company’s Statement of Company Policy on Insider Trading. |
Even if you receive pre-clearance and it is during a trading window, you, your family members and your controlled entities may not trade in securities of the Company if you are in possession of material, nonpublic information about the Company. The procedures set forth herein are in addition to the general insider trading policy and are not a substitute therefor.
Prohibition Against Certain Transactions
1. Prohibition on Short Sales. Neither you, your family members nor your controlled entities may sell any securities of the Company that are not owned by such person at the time of the sale (a “short sale”) including a “sale against the box” (a sale with delayed delivery).
2. Trading in Standardized Options. An “option” is the right either to buy or sell a specified amount or value of a particular underlying interest at a fixed exercise price by exercising the option before its specified expiration date. An option which gives a right to buy is a “call” option, and an option which gives a right to sell is a “put” option. Standardized options (which are so labeled as a result of their standardized terms) offer the opportunity to invest using substantial leverage and therefore lend themselves to significant potential for abusive trading on material inside information. Standardized options also expire soon after issuance and thus
necessarily involve short-term speculation, even where the date of expiration of the option makes the option exempt from certain Securities and Exchange Commission restrictions.
The writing of a call or the acquisition of a put also involves a “bet against the company” and therefore presents a clear conflict of interest for you. As a result, neither you, your family members nor controlled entities may trade in standardized options relating to the Company securities at any time.
3. Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow “insiders” to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow “insiders” to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the “insiders” may no longer have the same objectives as the Company’s other shareholders. Therefore, neither you, your family members nor your controlled entities may engage in any such transactions.
4. Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged or hypothecated as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in the Company securities, neither you, your family members nor your controlled entities may hold the Company securities in a margin account or pledge the Company securities as collateral for a loan unless such transaction has been pre-approved by the Company’s General Counsel.
Post-Termination Transactions
This Policy continues to apply to any and all transactions in the Company’s securities following termination of your employment or other services to the Company. If you are in possession of material nonpublic information when you are terminated, you may not trade in the Company’s securities until that information has become public or is no longer material. The pre-clearance procedures specified above, however, will cease to apply to transactions in the Company’s securities upon the expiration of any blackout period applicable at the time of the termination of service.
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Reporting of Violations
If you know or have reason to believe that this Policy or the Special Trading Procedures described above have been or may be violated, you should bring the actual or potential violation to the attention of the Company’s General Counsel.
Trainings Regarding Insider Trading
All directors and employees of the Company are required to annually attend trainings hosted or recommended by the Company regarding the laws governing insider trading.
Modifications: Waivers
The Company reserves the right to amend or modify the procedures set forth herein at any time. Waiver of any provision of this Policy or the Special Trading Procedures in a specific instance may be authorized in writing by the Company’s General Counsel (or his/her designee).
Questions
If you have any questions regarding this Policy or the Special Trading Procedures described above, you should contact the Company’s General Counsel.
ACKNOWLEDGMENT
I have read and understand BioRegenx, Inc.’s Statement of Company Policy on Insider Trading and the Policy Regarding Special Trading Procedures. I understand that, if I am an employee of the Company or one of its subsidiaries, my failure to comply in all respects with the Company’s policies, including the Statement of Company Policy on Insider Trading and the Special Trading Procedures set forth herein, is a basis for termination for cause of my employment from the Company and any subsidiary thereof to which my employment now relates or may in the future relate. I will comply with the Policy for as long as I am subject to the Policy.
Signature: __________________________________
Printed Name:_______________________________ Date:________________________________________
This document states a policy of BioRegenx, Inc. and is not intended to be regarded as the rendering of legal advice. This policy statement is intended to promote compliance with existing law and is not intended to create or impose liability that would not exist in the absence of the policy statement.
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Exhibit 21
Subsidiaries
Microvascular Health Solutions, LLC. (DE)
MyBodyRx, LLC (DE)
Findit Ai Connect, Inc. (Findit Ai) (NV)
NuLife Sciences, Inc. (NV)
DocSun Biomedical Holdings, Inc. (DocSun) (FL)
Exhibit 31
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K/A of BioRegenx, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: April 15, 2025
/s/William Resides
William Resides
Chief Executive Officer
(Principal Executive Officer)
| 1 |
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K of BioRegenx, Inc. (formerly Findit, Inc.);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: April 16, 2024
/s/William Resides
Interim Chief Financial Officer
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Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BioRegenx, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Resides, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/William Resides
William Resides
Chief Executive Officer
(Principal Executive Officer)
April 15, 2025
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BioRegenx, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Resides, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/William Resides
William Resides
Interim Chief Financial Officer
(Principal Financial Officer)
April 15, 2025