Bioregenx, Inc 10-Q for FY2026 Q1
Bioregenx, Inc. (BRGX)
About this 10-Q
Bioregenx, Inc filed this 10-Q on May 20, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $426.18K
- down 17.3% from $515.15K a year earlier
- Net loss
- $26.42K
- compared with a net loss of $266.85K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from _____________ to _____________
Commission file number:
(Exact name of Company in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
(Address of principal executive offices, including zip code)
Registrant’s Telephone number, including
area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at
least the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.406
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s only class of common stock, as of May 20, 2026 was shares of its $0.001 par value common stock.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This report contains statements reflecting our views about our future performance that constitute “forward-looking statements”. Statements that constitute forward-looking statements are generally identified through the inclusion of words such as “aim,” “anticipate,” “expect,” “intend,” “may,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| 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 | ||||||||
| Royalty Liability | ||||||||
| Notes payable and loans, net of current | ||||||||
| TOTAL LIABILITIES | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, $ par value; shares authorized; issued and outstanding as of March 31, 2026 and as of December 31, 2025 | ||||||||
| Series A preferred stock, non-dividend, 2,500 votes per share, $ par value, authorized; issued and outstanding shares | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
For the Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Revenues: | ||||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Distributors incentives | ||||||||
| Selling, general and administrative (including equity compensation granted to officers, directors and contractors of $ in the period ended March 31, 2026 and $ in the period ended March 31, 2025) | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income/(Expense): | ||||||||
| Write-off of accrued liabilities | ||||||||
| Other income | ||||||||
| Interest expense and financing costs (Including related party interest of $ | ( | ) | ( | ) | ||||
| Other income and expense (net) | ( | ) | ||||||
| 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 condensed consolidated financial statements.
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BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
| For the three months ended March 31, 2025 | Common Stock | Preferred Stock | Issuable Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance and vesting of common shares for services | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Issuance of common shares to directors | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares as loan incentive | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for settlement of payables | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Other Comprehensive loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| For the three months ended March 31, 2026 | Common Stock | Preferred Stock | Issuable Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| – | – | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for services | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares to directors | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| March 31, 2026 | March 31, 2025 | |||||||
| 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 common shares issued to officers and directors for services | ||||||||
| Fair value of common shares issued for services | ||||||||
| Fair value of common shares issued as loan incentives | ||||||||
| Interest capitalized to debt balance | ||||||||
| Write-off of accrued liabilities | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| 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 provided by operating activities | ||||||||
| FINANCING ACTIVITIES: | ||||||||
| Note and loan payments | ( | ) | ( | ) | ||||
| Increase in note and loan balances | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| NET EFFECT OF EXCHANGE RATE FLUCTUATIONS | ( | ) | ||||||
| NET INCREASE/(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: | ||||||||
| Issuance of common stock to settle accounts payable | $ | $ | ||||||
| Net non-cash activities | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
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.
On April 6, 2021 the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of BioRegenx. The combination is expected to product synergies between companies with the production activities and the distribution network of the marketing company.
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”).
Basis of Presentation of Unaudited Financial Information
The unaudited condensed consolidated financial statements of the Company for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies.
Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting of normal recurring adjustments,and write-offs), which are, in the opinion of the management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “Annual Report”). The balance sheet as of December 31, 2025 is derived from the Company’s audited financial statements included with that Annual Report.
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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, for the three months ended March 31, 2026, the Company incurred a 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.
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, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in purchase price allocations, 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.
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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.
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 the revenue recognition occurs when the performance obligation is satisfied. Accounts receivables 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 March 31, 2026, and December 31, 2025, management determined the reserve for uncollectible accounts was adequate to provide for future losses.
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.
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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.
Disaggregation of Revenue
Net revenue received consisted of the following product sources:
| Schedule of disaggregation of revenue | ||||||||
| For the three months ended | March 31, 2026 | March 31, 2025 | ||||||
| Medical testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Other - returns | ( | ) | ( | ) | ||||
| Total Sales | $ | $ | ||||||
Net revenue received consisted of the following customer types:
| For the three months ended | March 31, 2026 | March 31, 2025 | ||||||
| Medical and Academic | $ | $ | ||||||
| Customers and Direct Sales | ||||||||
| Reseller | ||||||||
| Total Net Sales | $ | $ | ||||||
Deferred Revenue
The Company as a matter of ordinary operations allocates the purchase price against the performance obligation on an order-by-order basis for the entire order. In the event an order has not been fulfilled or partially filled revenues are not recognized for the portion of the order for which the performance obligation has not been satisfied.
As of December 31, 2025, the Company had deferred
revenue of $
In 2026, the Company did not record revenue or
refunds for its previously deferred revenue from wellness products and medical test machines. The deferred balance was reduced by $
| 10 |
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 Independent Business Partners (IBPs). Commission expense and other amounts payable to IBPs are recorded upon recognition of sale.
As of December 31, 2025, the Company had
provided an accrual for commissions payable under this program of $
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 8th, 2024 and lacked 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.
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 three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026 if their effect had been dilutive include outstanding options and warrants to purchase our common stock.
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Segments
We operate as a reportable segment. For consistency, depreciation of property and equipment is presented separately from amortization of intangible assets on the face of the statements, and the same convention is used in the segment information and statement of cash flows.
The Company operates in one segment for the manufacture and distribution of its 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.
Recently Issued Accounting Standards
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 | ||||||||
| Finished Goods: | March 31, 2026 | December 31, 2025 | ||||||
| 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 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.
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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 | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid commissions | $ | $ | ||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
NOTE 4—ISSUANCE OF COMMON STOCK AND OPTIONS
Issuance of common stock for services
During the period ended March 31, 2024 the Company granted shares of its common stock with a fair value of $ to two consultants for services. One tranche of shares of stock issued 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. During the period ended December 31, 2025 shares with a fair value of $ vested and are included in selling, general and administrative expenses. In February, 2025, shares issuable at December 31, 2024 were issued and the fair value of those shares of $268,620 was released to additional paid in capital.
In the three months ended March 31, 2026,
equity compensation was recorded for contractors and a professional who were granted a total of
common shares with an aggregate value of $
Issuance of common stock to Directors and other related parties
During the three month period ended March
31, 2025 the Company granted
shares of its common stock with an aggregate fair value of $
In the three months ended March 31, 2026,
equity compensation was recorded for board members and officers who were granted a total of
common shares with an aggregate value of $
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Issuance of common stock as loan incentives
For the year ended December 31, 2025, the Company
granted shares of its common stock with a fair value of $
Amounts owed to a director were converted to
common shares with a fair value of $
Shares issued for grants before the end of the three months ended March 31, 2026, and issued before the filing of these financial statements are treated as outstanding share in the financial statements.
A summary of all stock options and warrants outstanding as of March 31, 2026, without the effect of forfeitures, follows:
| Schedule of stock options and warrants outstanding | ||||||||
| Number of Shares |
Weighted-Average Exercise Price |
|||||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited | ||||||||
| Outstanding as of March 31, 2026 | $ | |||||||
| Exercisable at March 31, 2026 | $ | |||||||
Options and Warrants Outstanding and Exercisable at March 31, 2026:
| 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
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NOTE 5—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 | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| (A) Howard notes - In Default | $ | $ | ||||||
| (B) Goff note - In Default | ||||||||
| (C) Insurance notes | ||||||||
| (D) Alder note, net of discount | ||||||||
| (E) EIDL notes ($400,000 in default) | ||||||||
| (F) Stripe Capital | ||||||||
| (G) Other | ||||||||
| Total | ||||||||
| 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 are for $
(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 notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments.
((D) In January 10th, 2024, the Company
issued two unsecured notes for $
On October 9th, 2025, the Adler and
Genesis Glass notes were combined into a single note payable to Adler with a principal balance of $
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(E) Long Term Notes – EIDL
As principal amount of economic injury disaster loans (EIDL) issued
under the Small Business Administration’s COVID-19 recovery program was $
(F) On July 24th 2025, the Company took out a
loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $
(G) As of March 31, 2026, five notes were
issued for proceeds totaling $
As of March 31, 2026, payments on two of the Economic Injury Disaster Loan (EIDL) facilities were delinquent. Consistent with the Company’s policy, any past-due principal and interest amounts payable within twelve months are classified as current liabilities on the condensed consolidated balance sheet. Management is pursuing extensions and other arrangements to cure delinquencies and improve liquidity.
| 16 |
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 interest rates from 8% to 16% per annum. The loan indicated with a B does not have stated terms.
The principal amount of debt from related parties is summarized in the following table:
| Schedule of related party debt | |||||||||
| Related Party | March 31, 2026 | December 31, 2025 | |||||||
| Libertas Trust | $ | $ | A | ||||||
| Wilshire Holding Trust | A | ||||||||
| Resco Enterprises Trust | A | ||||||||
| Avis Trust | A | ||||||||
| JS Bird | A | ||||||||
| Thomas Power | A | ||||||||
| Richard Long | B | ||||||||
| $ | $ | ||||||||
| (A) |
| (B) |
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 accrued interest on related party debts was $
NOTE 6 — RELATED-PARTY TRANSACTIONS
Rental
The Company rents its home office from BBD Holdings,
LLC which is controlled by Joseph Bird, an officer and 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 three months ended March 31,
2026 and 2025 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 of its subsidiaries. A former 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.
| 17 |
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 Pro product. 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 three months periods
ending March 31, 2026 and 2025 were $
Distribution Agreement
The Company has a worldwide distribution agreement with GlycoCheck B.V. for the GlycoCheck machine distribution. Bob Long and Hans Vink are former officers and directors of BioRegenx, Inc., and were removed as directors of GlycoCheck B.V. during the quarter ended September 30, 2025. Mr. Long and Mr. Vink may have an ownership interest in Glycocheck B.V. There were no amounts paid or accrued under the distribution agreement during the three months ended March 31, 2026 and 2025. A 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. In May of 2025 the Company acquired the rights to the technology to which the distribution agreement was based.
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. The balance of $
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 | $ | |||
| 18 |
NOTE 7 — COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases office space for its headquarters in Chattanooga Tennessee under a short-term lease. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month. 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 ½% of the outstanding shares at the time of the grant. Warrants for the ½% 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.
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 of 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 breach until the earlier of March 31, 2026 or within in 60 days after either party terminate the agreement. In February 2026,the tolling agreement was extended until March 31, 2027, or within in 60 days after either party terminate the agreement. The Company does not believe there has been a breach and that the effect of a revised agreement will not have a material effect on the financial statements or future operations.
GlycoCheck B.V. Lawsuit
On April 21, 2025, former officers and directors of the Company, Bob Long and Hans Vink, in their capacity as directors of GlycoCheck B.V. (“GlycoCheck”), filed a complaint against the Company and its subsidiary, MicroVascular Health Solutions, LLC, in the Business and Chancery Court of the State of Utah, alleging breach of contract and related damages resulting from unpaid royalties and unjust enrichment. The plaintiffs claimed damages in excess of $566,682. The Company evaluated the claims and considers them to be without merit, based on the following reasons; (1) in November 2023, GlycoCheck lost its license to use the technology, which was the basis of the contract that is the subject of the claim, (2) 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 and (3) there were no amounts paid or accrued under the contract during the years ended December 31, 2025 and 2024. During the quarter ended September 30, 2025, Bob Long and Hans Vink were removed as directors of GlycoCheck B.V. and the suit was dismissed by the current directors of GlycoCheck B.V.
BioRegenx Action Against Former Officers and Affiliated Entities
On October 24, 2025, the Company filed an action against Bob Long, Hans Vink and related companies seeking injunctive relief and asserting claims relating to intellectual property and breach of contract. As of the date of this report, the matter remains pending. While management cannot predict the outcome with certainty, the Company intends to pursue the action vigorously. No amounts have been accrued or recognized as a gain contingency in the accompanying condensed consolidated financial statements.
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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NOTE 8— SEGMENT INFORMATION
The company operates and manages its business as 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 primary measure of segment profit or loss reviewed by the CODM is consolidated net loss. The CODM also reviews gross sales and cost of goods sold as key performance indicators. CODM includes financing costs.
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, legal and accounting, depreciation and amortization and interest expense.
| Schedule of segment reporting | ||||||||
| For the Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Net Sales | $ | $ | ||||||
| Less: | ||||||||
| Cost of goods sold | ||||||||
| Salaries and wages | ||||||||
| Stock-based compensation | ||||||||
| Distributors incentives | ||||||||
| Legal and accounting | ||||||||
| Depreciation and amortization | ||||||||
| Other operating expenses | ||||||||
| Interest expense | ||||||||
| Plus: | ||||||||
| Other income | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 9 —SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the consolidated financial statements were issued. Subsequent to March 31, 2026, the Company continued to pursue financing alternatives and continued to receive advances from related parties to support operations. No other subsequent events occurred that would require adjustment to or additional disclosure in the accompanying consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company was originally incorporated on December 23, 1998 in the state of Nevada as “Knowledge Networks, Inc.” The Company’s name was changed to “Findit, Inc.” on March 25, 2016. On March 8, 2024, the Company was the surviving corporation in a merger transaction (described below), and, as part of the merger transaction, the Company’s name was changed to “BioRegenx, Inc.”
The Company 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.
On April 6, 2021, the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of the Company. The combination is expected to produce synergies between companies with the production activities and the distribution network of the marketing company.
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, 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 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 nationally through a direct selling channel, to health professionals and research organizations.
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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.
The tables presented below compare our results of operations for the three months ended as on March 31, 2026 & March 31, 2025 , in both dollars and percentages.
| For the Three Months Ended | ||||||||||||||||
| March 31, 2026 | March 31, 2025 | $ Variance Favorable/ (Unfavorable) | % Variance Favorable/ (Unfavorable) | |||||||||||||
| Revenues: | ||||||||||||||||
| Net sales | $ | 426,175 | $ | 515,147 | $ | (88,972 | ) | -17% | ||||||||
| Cost of sales | 77,887 | 109,116 | 31,229 | 29% | ||||||||||||
| Gross profit | 348,288 | 406,031 | (57,743 | ) | -14% | |||||||||||
| Operating Expenses | ||||||||||||||||
| Distributors incentives | 1,658 | 8,278 | (6,620 | ) | 80% | |||||||||||
| Selling, general and administrative | 396,394 | 590,368 | (193,974 | ) | 33% | |||||||||||
| Total operating expenses | 398,052 | 598,646 | (200,594 | ) | 34% | |||||||||||
| Loss from Operations | (49,764 | ) | (192,615 | ) | 142,851 | 74% | ||||||||||
| Other Income | 100,435 | – | 100,435 | 100% | ||||||||||||
| Interest expense and financing costs | (77,086 | ) | (74,239 | ) | (2,847 | ) | -4% | |||||||||
| Net loss | $ | (26,415 | ) | $ | (266,854 | ) | $ | 240,439 | 90% | |||||||
For the three months ended March 31, 2026, the Company had net sales of $426,175. Comparatively, for the three months ended March 31, 2025, the Company had net sales of $515,147. Net sales decreased by 17% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The resulting decrease in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional sales.
Cost of sales were $77,887 resulting in gross profit of $348,288 for the three months ended March 31, 2026. Cost of sales were $109,116 resulting in gross profit of $406,031 for the three months ended March 31, 2025. Cost of goods sold decreased by 29% and gross profit decreased by 14% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The resulting decrease related to lower product sales caused by the effects on the distributor base, which was partially offset by nutritional sales from other channels, from product issues experienced with the medical testing machine.
For the three months ended March 31, 2026, the Company recorded distributors’ incentives of $1,658 and other selling, general and administrative expenses of $396,394 resulting in total operating expenses of $398,052. These selling, general and administrative expenses consisted primarily of employee expenses of $93,518 and other operating expenses of $302,876. Other operating expenses consisted of advertising and marketing of $4,493, depreciation expense of $12,943, software costs of $4,803, bank and payment charges of $10,468, contract labor of $12,265, legal and accounting of $83,569, professional services of $50,823, equity compensation of $30,353, professional services of $50,823, equity compensation of $30,353, insurance of $5,088, taxes and licenses of $1,907, rent & lease of $4,853 and miscellaneous expenses of $81,311. Additionally, the Company had other income consisting of $19,101 of bad debt recovery and $81,334 of write-offs of accrued expenses for a total other income of $100,435 and interest expense and financing costs of $77,086 resulting in a net loss of $(26,415) for the three months ended March 31, 2026.
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Comparatively, for the three months ended March 31, 2025, the Company paid out distributors’ incentives of $8,278 and other selling, general and administrative expenses of $590,368 resulting in total operating expenses of $598,646. These selling, general and administrative expenses consisted primarily of employee expenses of $116,076 and other operating expenses of $474,292. Other operating expenses consisted of advertising and marketing of $21,020, depreciation expense of $12,377, software costs of $1,700, bank and payment charges of $18,395, contract labor of $31,490, legal and accounting of $119,909, professional services of $128,287, equity compensation of $75,633, insurance of $10,421, taxes and licenses of $4,779, rent & lease of $9,375 and miscellaneous expenses of $40,906. Additionally, the Company had interest expense and financing costs of $74,239, resulting in a net loss of $(266,854) for the three months ended March 31, 2025.
Distributor incentives decreased by 80% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as a result of the reduction in incentives payable between the periods. Selling, general and administrative expenses, excluding amortization, decreased by 33% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting decreases related to equity compensation granted, reductions in legal, accounting and professional during the three months ended March 31, 2026.
The Company had a loss from operations of $(49,764) and $(192,615) and other income of $100,435 and $-0- for the three months ended March 31, 2026 and March 31, 2025, respectively. For those same periods, the Company had interest expense and financing costs of $(77,086) and $(74,239). As a result, the Company had a net loss of $(26,415) and $(266,854) for the three months ended March 31, 2026 and March 31, 2025, respectively. Other income increased by 100% and net loss decreased by nearly 90% and interest expense increased by 4% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The resulting decreases related to decreases incentive payable balances, legal, accounting, and professional expenses. Interest expense increased due to higher debt balances during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Liquidity and Capital Resources
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, for the three months ended March 31, 2026, the Company incurred a net loss of $(26,415), generated cash from operations of $26,629 and had a stockholder’s deficit of $4,533,316 as of that date. At March 31, 2026, the Company had cash on hand in the amount of $45,806. In addition, notes payable of $522,500 are in default. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2025, has also expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the company cannot continue as a going concern.
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.
| 23 |
Operating Activities.
For the three months ended March 31, 2026, the Company had net loss of $(26,415). During that period, the Company incurred depreciation and amortization expense of $12,943,issued fair value of options issued to officers and directors for services of $6,782, issued common shares for services with a fair value of $23,571, and capitalized interest to loan balances of $3,944. The Company had a change in operating assets and liabilities consisting of a decrease in accounts receivable of $21,335, a decrease in inventories of $14,125, an increase in prepaid expenses and other assets of $914, an increase in accounts payable of $82,984, a decrease in accounts payable - related parties of $(98,499), an increase in accrued expenses and other liabilities of $33,718, an increase in accrued interest - related parties of $38,088 and a decrease of deferred revenue of $(3,699). As a result, the Company had net cash provided by operating activities of $26,629 for the three months ended March 31, 2026.
Comparatively, for the three months ended March 31, 2025, the Company had net loss of $(266,854). During that period, the Company incurred depreciation and amortization expense of $12,377, amortization of debt discount of $1,515, issued common shares for services with a fair value of $75,633, issued common shares as loan incentives with a fair value of $5,900,and capitalized interest to loan balances of $9,789. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of a decrease in accounts receivable of $3,837, an increase in inventories of $(29,344), a decrease in prepaid expenses and other assets of $64,264, an increase in accounts payable of $71,032, an increase in accounts payable - related parties of $265, an increase in accrued expenses and other liabilities of $61,571, an increase in accrued interest - related parties of $35,455 and a decrease in deferred revenue of $(7,745). As a result, the Company had net cash provided by operating activities of $37,695 for the three months ended March 31, 2025.
Investing Activities.
For the three months ended March 31, 2026 and March 31, 2025, the Company did not pursue any investing activities.
Financing Activities.
For the three months ended March 31, 2026, the Company made note and loan payments of $(56,017) and raised funds through notes payable amounting to $5,811. As a result, the Company had net cash used in financing activities of $(50,206).
Comparatively, for the three months ended March 31, 2025, the Company made note and loan payments of $(10,415). As a result, the Company had net cash used in financing activities of $(10,415).
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.
| 24 |
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:
| March 31, 2026 | December 31, 2025 | |||||||
| (A) Howard notes - In Default | $ | 100,000 | $ | 100,000 | ||||
| (B) Goff note - In Default | 22,500 | 22,500 | ||||||
| (C) Insurance notes | 4,673 | 6,083 | ||||||
| (D) Alder note, net of discount | 263,767 | 285,864 | ||||||
| (E) EIDL notes ($400,000 in default) | 550,000 | 550,000 | ||||||
| (F) Stripe Capital | 22,729 | 52,280 | ||||||
| (G) Other | 171,510 | 168,304 | ||||||
| Total | 1,135,179 | 1,185,031 | ||||||
| Less current portion | (952,615 | ) | (1,003,206 | ) | ||||
| Total long term | $ | 182,564 | $ | 181,825 | ||||
(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 are for $50,000 and had one-year terms, 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 notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments.
((D) In January 10th, 2024, the Company issued two unsecured notes for $165,000 each to Adler and Genesis 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 was fully amortized over the initial life of the loan. 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 issued 250,000 common shares to the lender for each note extended. As of December 31, 2024, the aggregate principal and interest due under the notes was $328,644.
On October 9th, 2025, the Adler and Genesis Glass notes were combined into a single note payable to Adler with a principal balance of $295,207 and the term was extended to October 10, 2026. In the event that the Company raises over $2,000,000 in equity or debt financing 10% of the amount raised will be applied to the note until the principal is paid off. The extension terms call for 1% interest per month and $10,000 payments of principal and interest per month. In the event of an uplist of the Company to a national exchange, the lender has the option to convert the outstanding principal balance of the note into the Company’s common shares for 90 days after the uplist. The conversions price is fixed at $0.1325 per share. 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% and the lender has the right to require immediate payment in full. The company made principal payments of $22,097 during the period ended March 31, 2026.
| 25 |
(E) Long Term Notes – EIDL
As principal amount of economic injury disaster loans (EIDL) issued under the Small Business Administration’s COVID-19 recovery program was $550,000 and $550,000 at March 31, 2026 and December 31, 2025, respectively. At December 31, 2025, the long-term balance of the EIDL loans was $150,000 and the current balance for delinquent loans was $400,000. The total balance is comprised of three notes made by subsidiaries of the Company, secured by the assets of the Company. One of which was acquired in the merger with Findit, Inc. and is in charge off status at the SBA. The Findit EIDL loan and the other $200,000 subsidiary loan are in default and shown as current liabilities. 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, both 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 March 31, 2026, 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) On July 24th 2025, the Company took out a loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $105,800. The finance charge is stated as a fixed amount of $7,935 or 7% of the amount to be repaid. Payments are made on a daily basis with 22% of the sales volume processed through the Stripe merchant account being applied against the total amount to be repaid. There is a minimum repayment amount of $12,637 that applies to each 60-day period which has not affected the repayment amounts as of December 31, 2025. The loan does not have a fixed term for repayment but is expected to be fully repaid in 8 to 10 months. The company made principal payments of $29,550 during the period ended March 31, 2026. The remaining principal balance at March 31, 2026 is $22,729.
(G) As of March 31, 2026, five notes were issued for proceeds totaling $160,000. One of the convertible notes with an original principal amount of $30,000 is owned to a related party and the balance is reported in the Related Party Loans section below. 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 lesser 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 balance of the principal and accrued interest was $171,510 and $168,304 at March 31, 2026 and December 31, 2025, respectively.
As of March 31, 2026, payments on two of the Economic Injury Disaster Loan (EIDL) facilities were delinquent. Consistent with the Company’s policy, any past-due principal and interest amounts payable within twelve months are classified as current liabilities on the condensed consolidated balance sheet. Management is pursuing extensions and other arrangements to cure delinquencies and improve liquidity.
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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 interest rates from 8% to 16% 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:
| Related Party | March 31, 2026 | December 31, 2025 | |||||||
| Libertas Trust | $ | 180,000 | $ | 180,000 | A | ||||
| Wilshire Holding Trust | 518,000 | 518,000 | A | ||||||
| Resco Enterprises Trust | 157,747 | 157,747 | A | ||||||
| Avis Trust | 67,606 | 67,606 | A | ||||||
| JS Bird | 32,079 | 32,079 | A | ||||||
| Thomas Power | 34,899 | 34,159 | A | ||||||
| Richard Long | 39,862 | 39,862 | B | ||||||
| $ | 1,030,193 | $ | 1,029,453 | ||||||
| (A) | Current or former officer or director or controlled entity by current or former officer or director |
| (B) | Relative of former officer |
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 accrued interest on related party debts was $605,510 at March 31, 2026 and $567,422 at December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for a smaller reporting company.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Based on the evaluation described above, our Chief Executive Officer, who also serves as our Interim Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in our intenal control over financial reporting described below.
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 March 31, 2026. 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 set forth below.
| · | 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) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (ii) 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; (iii) had inadequate segregation of duties consistent with control objectives; and (iv) 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 March 31, 2026, 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. |
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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 implemented policies requiring separation of duties, a financial authorization matrix, and added an audit committee and compensation committee. 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.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, 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. Management initiated remediation activities subsequent to quarter-end; however, those activities were not in place long enough to be tested for operating effectiveness as of March 31, 2026.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, please see Note 7 “Commitments and Contingencies – Company Disputes and Other Claims in the Notes to Condensed Consolidated Financial Statements set forth in Part I, Item 1 Financial Statements of this Quarterly Report.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following information is furnished with respect to sales of equity securities by the Company during the three months ended March 31, 2026 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):
During the three months ended March 31, 2026, the Company issued 1,986,671 shares of its common stock, $0.001 par value, to two consultants and one professional service provider as compensation for services rendered to the Company. The aggregate fair value of the shares issued was $23,571, representing the consideration received by the Company in the form of services. The shares were fully vested upon issuance. No cash proceeds were received and no underwriter or placement agent was involved.
During the three months ended March 31, 2026, the Company also issued 571,431 shares of its common stock, $0.001 par value, to its directors and officers as compensation for services rendered in their capacity as directors and officers of the Company. The aggregate fair value of the shares issued was $6,782, representing the consideration received by the Company in the form of services. The shares were fully vested upon issuance. No cash proceeds were received and no underwriter or placement agent was involved.
Each of the foregoing issuances was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering. The facts relied upon include the following: each recipient was either an executive officer, director or service provider of the Company with a pre-existing relationship to the Company and access to information about the Company sufficient to make an informed investment decision; the issuances did not involve any general solicitation or general advertising; the securities were issued as restricted securities and bear restrictive legends; and the recipients represented that they were acquiring the securities for investment and not with a view to distribution.
Item 3. Defaults Upon Senior Securities
As of March 31, 2026, the Company was in default on the following indebtedness, which is more fully described in Note 5 to the condensed consolidated financial statements:
(i) Two unsecured promissory notes payable to a single unrelated lender (the “Howard Notes”), each in the original principal amount of $50,000, with aggregate outstanding principal of $100,000 as of March 31, 2026. The Howard Notes had one-year terms and matured in 2017 and 2018, respectively. The notes bore a stated interest rate of 2.5% per month, increasing to 3.5% per month upon default. The Company has not made the principal payments due at maturity. The amount of the default with respect to principal is the entire $100,000 outstanding balance, plus accrued and unpaid interest of $3,500.
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(ii) An unsecured promissory note payable to an unrelated lender (the “Goff Note”) in the maturity amount of $22,500, which matured on February 13, 2016. The Goff Note bears interest at 4% per annum after the maturity date. The Company has not made the payment due at maturity. The amount of the default is the entire $22,500 outstanding balance, plus accrued and unpaid post-maturity interest of $10,980.
(iii) Two Economic Injury Disaster Loans (“EIDL”) issued by the U.S. Small Business Administration to subsidiaries of the Company, with aggregate outstanding principal of $400,000 as of March 31, 2026 (consisting of one loan in the principal amount of $200,000 acquired in the merger with Findit, Inc. and currently in charge-off status with the SBA, and a separate $200,000 subsidiary loan). The EIDL loans are secured by substantially all of the borrower’s assets and bear interest at 3.75% per annum over a 30-year term. The Company was delinquent on scheduled payments on these two loans, and the entire $400,000 of principal is reflected as current on the balance sheet. The amount of the default is the entire $400,000 of principal, plus accrued and unpaid interest of $81,135.
The aggregate principal amount of indebtedness in default as of March 31, 2026 is $522,500. The total arrearage (principal plus accrued and unpaid interest) is $603,635; is included in accrued interest on the condensed consolidated balance sheet. The Company has not received notices of acceleration with respect to the foregoing indebtedness as of the date of this report, although certain of the underlying instruments permit the holders to accelerate payment.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
There have been no changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
During the
quarter ended March 31, 2026, no director or Section 16 officer of the Company
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Item 6. Exhibits
| Exhibit No. | Description | Filed Herewith | ||
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X |
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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
Chief Executive Officer, Interim Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
Date: May 20, 2026
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Exhibit 31.1
Certification of our Chief Executive Officer and Interim Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, William Resides, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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 control 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 control over financial reporting.
Date: May 20, 2026
/s/ William Resides
| Name: | William Resides |
| Titles: | Chief Executive Officer, Interim Chief Financial Officer |
| (Principal Executive Officer, Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification of our Chief Executive Officer and Interim Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, William Resides, the Chief Executive Officer and Interim Chief Financial Officer of BioRegenx, Inc. (the “Company”), hereby certify, that, to my knowledge:
1. The Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) of the Company fully complies with the requirements of Section 13(a) 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 results of operations of the Company.
Date: May 20, 2026
/s/ William Resides
| Name: | William Resides |
| Titles: | Chief Executive Officer, Interim Chief Financial Officer |
| (Principal Executive Officer, Principal Financial and Accounting Officer) |