Bioregenx, Inc 10-K for FY2025
Bioregenx, Inc. (BRGX)
About this 10-K
Bioregenx, Inc filed this 10-K on April 15, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.85M
- down 20.8% from $2.34M a year earlier
- Net loss
- $1.54M
- compared with a net loss of $23.05M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year 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
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Securities registered pursuant to Section 12(b) of the Act: None
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State the aggregate market value of the voting and
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bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. The market value of the registrant’s voting $0.001 par value common stock held by non-affiliates of the registrant on
June 30, 2025, was approximately $
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 March 31, 2026 was shares of its $0.001 par value common stock.
BIOREGENX, INC.
TABLE OF CONTENTS
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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 valued based on the trading price on the merger date.
Commensurate with the Merger, the Company effected a 16 for 1 split of its common shares. All share and per share amounts have been retroactively restated as if the reverse occurred as of the earliest period presented.
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). The reverse split has not occurred as of the time of filing this report.
The Company, through its subsidiaries, engages in research, development, and commercialization of dietary supplements, medical devices, software, and contactless diagnostic technologies. The Company and its subsidiaries are conducting clinical studies related to certain products; however, such studies are ongoing and there can be no assurance that they will demonstrate efficacy or support regulatory acceptance.
The Company’s products and operations are subject to regulation by the U.S. Food and Drug Administration and other federal and state authorities. The Company’s medical device, software, and contactless diagnostic offerings, including those classified as Class I devices, are subject to applicable regulatory requirements, which may include registration, listing, labeling, quality system regulations, and, in certain cases, premarket review or clearance. The Company’s dietary supplements are regulated as foods and must comply with labeling and current Good Manufacturing Practice requirements. Statements regarding potential health benefits have not been evaluated by the FDA and are not intended to diagnose, treat, cure, or prevent any disease.
In addition, the Company’s telehealth, wellness, and diagnostic activities may be subject to federal and state laws governing licensure, patient privacy (including the Health Insurance Portability and Accountability Act), and the provision of healthcare services. Compliance with these requirements may necessitate additional approvals or clearances, and changes in the regulatory environment could materially affect the Company’s business, financial condition, and results of operations.
OPERATING SUBSIDIARIES
DocSun BioMedical Holdings, Inc.
On January 8, 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.
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Technology
DocSun combines three 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 vital sign estimation.
By deploying a strategic facial scanning technique, the engine captures and analyzes nuanced physiological signals. This not only facilitates the 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, which was entered on August 30, 2023, 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. To date, DocSun has not received fees under this agreement.
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 our 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 notice 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.
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(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. The development of this application is ongoing.
(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. To date, DocSun has not generated revenue.
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™ in North America, Asia and Europe
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.
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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 2027.
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.
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Sales and Marketing
In 2025, the Company intensified 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 2025, the healthcare services market was valued at approximately $9.25 trillion, reflecting a compound annual growth rate (CAGR) of 5.4% from $8.77 trillion in 2024. (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 2025, the global telehealth market was valued at $181.41 billion and is projected to grow to $219.31 billion in 2026, with an anticipated CAGR of 24.6%, reaching $1,272.81 billion by 2034. (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 is expected to be valued at $51.5 billion in 2025 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. |
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. |
_______________
| (a) | Healthcare Services Global Market Report 2025. https://www.researchandmarkets.com/reports/5781185/healthcare-services-market-report? |
| (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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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 Vital Wellness 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.
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. |
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| (d) | Mordor Intelligence Report Anti-Aging Market https://www.mordorintelligence.com/industry-reports/anti-aging-market |
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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.
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.
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Employees
As of December 31, 2025, the Company and its subsidiaries employed six full-time employees and eight 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, 2025, and December 31, 2024, revenue from United States customers accounted for approximately 93% and 88% 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.
ITEM 1A. RISK FACTORS
A smaller reporting company is not required to provide disclosure under this Item 1A.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
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ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
Cybersecurity Governance
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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
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.
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 OTC Pink Current Market for all periods presented.
| Year Ended December 31, 2025 | High | Low | ||||||
| 3/31/2025 | $ | 0.03 | $ | 0.01 | ||||
| 6/30/2025 | $ | 0.03 | $ | 0.01 | ||||
| 9/30/2025 | $ | 0.03 | $ | 0.01 | ||||
| 12/31/2025 | $ | 0.02 | $ | 0.01 | ||||
| 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 | ||||
During the fiscal year ended December 31, 2025, the Company issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D, as applicable:
In the fourth quarter of 2025, 101,772 shares of common stock were granted with a fair value of $1,018 to an employee for services provided. The shares were fully vested as earned and all vested share have been issued.
During the second through fourth quarters, 4,371,420 shares of common stock were granted with a fair value of $67,833 to consultants for business developments services. The shares were fully vested when issued.
Throughout the year on a quarterly basis, a total of 4,857,173 shares of common stock were granted with a fair value of $281,500 to consultants and professionals for services. The shares were fully vested when issued. The total includes 3,872,000 shares that were granted on January 9th 2024 and vested or issued in 2025, one half of which were issued in the first quarter and the remaining one half was for the fourth quarter of 2025. These shares represent the remaining shares of the January 9th, 2024 grant.
| 12 |
Throughout the year on a quarterly basis, a total of 2,095,246 shares of common stock were granted with a fair value of $30,384 to board members and officers for board related services. The shares vest on a monthly basis and were fully vested when issued.
In the fourth quarter of 2025, 97,370 shares of common stock were granted with a fair value of $975 to a board member in satisfaction of expense reimbursements due them.
In the first quarter of 2025, 500,000 shares of common stock were granted with a fair value of $5,900 as payment to a lender for loan fees. The shares were fully vested when issued.
.
In aggregate the Company issued 11,425,611 shares of common stock for services and 597,370 shares of common stock for loan fees and satisfaction of debt.
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.
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. 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.
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.
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 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 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.
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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 is BioRegenx, Inc., a Nevada Corporation 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 are 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 with the Merger, the Company effected a 16 for 1 split of its common shares. All share and per share amounts have been retroactively restated as if the reverse occurred as of the earliest period presented.
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”).
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 year ended December 31, 2025 to the year ended December 31, 2024, in both dollars and percentages.
| For the Year Ended | $ Variance | % Variance | ||||||||||||||
December 31, 2025 | December 31, 2024 | Favorable/ (Unfavorable) | Favorable/ (Unfavorable) | |||||||||||||
| Revenues: | ||||||||||||||||
| Gross sales | $ | 1,862,543 | $ | 2,601,839 | $ | (739,296 | ) | -28% | ||||||||
| Returns | (8,030 | ) | (261,733 | ) | 253,703 | -97% | ||||||||||
| Net Sales | 1,854,513 | 2,340,106 | (485,593 | ) | -21% | |||||||||||
| Cost of sales | 350,855 | 681,685 | (330,830 | ) | 49% | |||||||||||
| Gross profit | 1,503,658 | 1,658,421 | (154,763 | ) | -9% | |||||||||||
| Operating expenses: | ||||||||||||||||
| Distributors incentives | 15,924 | 173,928 | (158,004 | ) | 91% | |||||||||||
| Selling, general and administrative | 2,006,725 | 5,851,190 | (3,844,465 | ) | 66% | |||||||||||
| Amortization expense | – | 2,184,037 | (2,184,037 | ) | 100% | |||||||||||
| Impairment expense | 725,000 | 16,212,621 | (15,487,621 | ) | 96% | |||||||||||
| Total operating expenses | 2,747,649 | 24,421,776 | (21,674,127 | ) | 89% | |||||||||||
| Loss from operations | (1,243,991 | ) | (22,763,355 | ) | 21,519,364 | 95% | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense and financing costs | (299,578 | ) | (290,662 | ) | (8,916 | ) | -3% | |||||||||
| Loss before provision for taxes | (1,543,569 | ) | (23,054,017 | ) | 21,510,448 | 93% | ||||||||||
| Provision for income taxes | – | – | – | 0% | ||||||||||||
| Net loss | $ | (1,543,569 | ) | $ | (23,054,017 | ) | $ | 21,510,448 | 93% | |||||||
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For the year ended December 31, 2025, the Company had gross sales of $1,862,543 and returns of $(8,030) resulting in net sales of $1,854,513. Comparatively, for the year ended December 31, 2024, the Company had gross sales of $2,601,839 and returns of $(261,733) resulting in net sales of $2,340,106. Gross sales decreased by 28% and returns decreased by 97% for the year ended December 31, 2025 compared to the year ended December 31, 2024. 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 $350,855 resulting in gross profit of $1,503,658 for the year ended December 31, 2025. Cost of sales were $681,685 resulting in gross profit of $1,658,421 for the year ended December 31, 2024. Cost of goods sold decreased by 49% and gross profit decreased by 9% for the year ended December 31, 2025 compared to the year ended December 31, 2024. 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, 2025, the Company incurred distributors’ incentives of $15,924, $0 in amortization expense, recorded other selling, general and administrative expenses of $2,006,725 and impairment expense of $725,000, resulting in total operating expenses of $2,747,649. These selling, general and administrative expenses consisted primarily of employee expenses of $445,644 and other operating expenses of $1,561,081. Other operating expenses consisted of advertising and marketing of $81,729, depreciation expense of $50,075, software costs of $11,312, bank and payment charges of $50,610, contract labor of $94,962, legal and accounting of $383,390, professional services of $562,021 which includes $380,735 of fair value of common shares issued for services, insurance of $39,284, taxes and licenses of $40,676, dues and subscriptions of $105,079, rent & lease of $52,436 and miscellaneous expenses of $89,507. Additionally, the Company had interest expense and financial costs of $299,578 resulting in net loss of $(1,543,569) for the year ended December 31, 2025.
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.
Distributor incentives decreased by 91% for the year ended December 31, 2025 compared to the year ended December 31, 2024 as a result of the shift in business focus to online marketplaces from direct sales. Selling, general and administrative expenses, excluding amortization expense and impairment expense, decreased by 66% for the year ended December 31, 2025 compared to the year ended December 31, 2024 relating primarily to a decrease in impairment expense, equity compensation recorded and by decreases in variable costs and fixed cost during the year ended December 31, 2025.
The Company had a loss from operations of $(1,243,991) and $(22,763,355) for the year ended December 31, 2025 and December 31, 2024, respectively. For those same periods, the Company had interest expense and financing costs of $299,578 and $290,662. As a result, the Company had a net loss of $(1,543,569) and $(23,054,017) for the year ended December 31, 2025, and December 31, 2024, respectively. Net loss decreased by 93% and interest expense increased by 3% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The improvement in net loss was primarily attributable to a reduction in impairment charges, stock-based compensation and other non-cash expenses, partially offset by lower revenues. Interest expense increased due to higher debt balances during the year ended December 31, 2025 compared to the year ended December 31, 2024.
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Liquidity and Capital Resources
Operating Activities.
For the year ended December 31, 2025, the Company had net loss of $(1,543,569). During that period, the Company incurred depreciation and amortization expense of $75,075, amortization of debt discount of $2,295, recorded impairment expense recorded of $725,000, issued common shares for services with a fair value of $380,733 and capitalized interest to debt balances of $14,827. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of an increase in accounts receivable of $24,726, a decrease in inventories of $4,163, a decrease in prepaid expenses and other assets of $88,073, an increase in accounts payable of $188,512, an increase in accounts payable - related parties of $133,959, an decrease in accrued expenses of $18,590, an increase in accrued expenses -related parties of $143,145 and a decrease of deferred revenue of $136,800 . As a result, the Company had net cash provided by operating activities of $38,972 for the year ended December 31, 2025.
Comparatively, 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 $49,623, 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 $59,683, 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.
Investing Activities. For the year ended December 31, 2025, the Company made purchases of property and equipment of $9,057 and intangibles of $50,000. As a result, the Company had net cash used in investing activities of $(59,057) for the year ended December 31, 2025.
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.
Financing Activities. For the year ended December 31, 2025, the Company made note and loan principal payments of $114,408, had an increase in note and loan balances of $147,506. As a result, the Company had net cash provided by financing activities of $33,098 for the year ended December 31, 2025.
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.In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company’s exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering. In addition, on July 24, 2025, the Company entered into a financing arrangement with Stripe Capital. The original principal amount was $105,800 with a fixed finance charge of $7,935. Repayments are made through a percentage of daily sales processed through the Stripe platform. As of December 31, 2025, the remaining principal balance was $52,280. This arrangement provided short-term liquidity but reduces cash available from operations.
The Company’s material cash requirements include working capital needs, debt service and defaulted obligations, royalty obligations under the GlycoCheck sublicense agreement, professional fees associated with capital markets activities, and repayment obligations under merchant and other financing arrangements.
Management intends to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing will be available on acceptable terms, or at all, or in amounts sufficient to meet the Company’s needs. In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company’s exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering of the Company’s common stock, or units consisting of common stock and warrants, on a best-efforts basis. The engagement period extends through July 31, 2026, unless earlier terminated. This arrangement may facilitate capital raising efforts, but there can be no assurance that any financing transaction will be completed.
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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:
| 12/31/2025 | 12/31/2024 | |||||||
| (A) Howard note - In Default | $ | 50,000 | $ | 50,000 | ||||
| (A) Howard note - In Default | 50,000 | 50,000 | ||||||
| (B) Goff note - In Default | 22,500 | 22,500 | ||||||
| (C) Insurance notes | 6,083 | 11,128 | ||||||
| (D) Adler note | 285,864 | 328,644 | ||||||
| (E) EIDL notes ($400,000 in default) | 550,000 | 550,000 | ||||||
| (F) Stripe Capital | 52,280 | – | ||||||
| (G) Other | 168,304 | 126,479 | ||||||
| Total | 1,185,031 | 1,138,751 | ||||||
| Less unamortized discount | – | (874 | ) | |||||
| Less current portion | (1,003,206 | ) | (883,271 | ) | ||||
| Total long term | $ | 181,825 | $ | 254,606 | ||||
(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 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) The Insurance note is from a finance company that provided short term financing of insurance premiums. The notes require ten installments.
(D) On 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.
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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. During the year ended December 31, 2025, the Company made principal payments $43,380 resulting in a balance due of $285,864 at December 31, 2025.
(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 December 31, 2025 and December 31, 2024, 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 December 31, 2025, 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 remaining principal balance at December 31, 2025 is $52,280.
(G) As of December 31, 2024 the Company had several other notes outstanding for a combined balance due of $126,479. During 2025 the Company issued another note for aggregate proceed of $30,000 and $12,825 of accrued interest was added to the principal balance resulting in a principal balance of $168,304 at December 31, approximately $130,000 of notes are due in 2026 and have conversion terms. 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. A total of $17,304 interest is included in the loan balances under (G) in the table above.
Debt Payoff Schedule
Future minimum payments under the Notes payable for the next five years and thereafter are as follows:
| Years Ending December 31, 2025 | Amount | |||
| 2026 | $ | 1,003,206 | ||
| 2027 | 33,729 | |||
| 2028 | 3,274 | |||
| 2029 | 3,399 | |||
| 2030 | 3,529 | |||
| Thereafter | 137,894 | |||
| Total payments | 1,185,031 | |||
| Less: Current portion | (1,003,206 | ) | ||
| Non-current portion | $ | 181,825 | ||
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Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with secured and 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:
| Related Party | 12/31/2025 | 12/31/2024 | |||||||
| 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 | 34,159 | 31,093 | A | ||||||
| Richard Long | 39,862 | 39,862 | B | ||||||
| $ | 1,029,453 | $ | 1,026,387 | ||||||
(A) Current officer or director or controlled entity by current 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 $567,422 and $424,277 at December 31, 2025 and 2024, respectively.
As of December 31, 2025, approximately $522,500 of notes payable are in default, including certain EIDL loans. These defaults may adversely affect the Company’s ability to obtain additional financing and may result in additional penalties or enforcement actions.
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 conditions, together with the Company’s dependence on external financing and existing debt defaults, increase the uncertainty regarding the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, during the year ended December 31, 2025, the Company incurred net loss of $(1,543,569) and had a stockholders’ deficit of $(4,537,254) as of that date. At December 31, 2025, the Company had cash on hand in the amount of $69,383. 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. 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.
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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.
Significant changes in the number of employees
We currently have a total of six employees and eight 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. 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.
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 March31, 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 are claiming damages in excess of $566,682. The Company has 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.
| 20 |
GlycoCheck Intangible Property Agreement
On May 5, 2025, the Company entered into a binding sub-license and purchase agreement with the owners of certain intangible technology and distribution license on which the GlycoCheck systems are based. The sub-license and royalty period applies retroactively to November of 2023. The agreement calls for a royalty of $500 for each GlycoCheck system sold, and the funding of a prepaid royalty account with $50,000 within 60 days of the contract date. The contract calls for a minimum of $750,000 in royalties over a three-year sub-license term. The Company is also obligated to exercise a purchase option to purchase the intangible property for $1,000,000, payable in common shares of the Company at a time of its choosing within the three-year sub-license term. As of the contract date the Company will receive all accounts receivables of the licensor which have negligible value and have been recorded as prepaid assets at $100. The Company is also obligated to reimburse the intangible property owners for patent renewals, including the last two years, representing approximately $37,000 in reimbursements of past costs. As of December 31, 2025 the prior renewal costs had been paid in full.
Legal Services
In April of 2025, the Company entered into a legal services agreement related to capital markets matters and SEC filings and other matters with total potential fees up to $450,000 and 150,000 shares of the Company’s common shares, with reverse split protection. No fees have been earned under the agreement as of December 31, 2025.
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.
Known Trends and Uncertainties
The Company is subject to several trends and uncertainties that may have a material impact on future results. During 2025, the Company experienced product-related issues associated with its medical testing platform, which adversely affected distributor engagement and sales activity. While remediation efforts are ongoing, there can be no assurance that distributor activity will return to prior levels or that similar issues will not recur.
The Company is also transitioning its sales strategy toward online marketplace and digital distribution channels. This transition may affect revenue consistency, customer acquisition costs, and margins.
On May 5, 2025, the Company entered into a sublicense and purchase agreement relating to GlycoCheck technology. This agreement includes minimum royalty obligations and a potential purchase obligation, which may materially affect future liquidity and operating results.
The Company’s dependence on financing arrangements, including professional advisor arrangements, merchant-processor based financing and proposed capital markets transactions, may continue to affect liquidity, operating flexibility and the timing of future growth initiatives.
| 21 |
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
See Note 1 of the consolidated financial statements for a discussion of recently issued financial accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company provides the audited consolidated financial statements and related disclosure required by this Item 8 in accordance with Article 8 of Regulation S-X applicable to smaller reporting companies.
| 22 |
BIOREGENX, INC. AND SUBSIDIARIES
Financial Statements
For the Years Ended December 31, 2025 and 2024
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID # |
23 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 25 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | 26 |
| Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 | 27 |
| Consolidated Statements of Cash Flows for years ended December 31, 2025 and 2024 | 28 |
| Notes to the Financial Statements | 29 |
| 23 |
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. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, 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, 2025 and 2024, 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, 2025. 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.
| 24 |
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.
As discussed in Note 6, during 2025 the Company entered into a binding sub-license and purchase agreement with the owners of certain intangible technology. The terms of agreement call for minimum royalties to be paid over a three-year sub-license term, and an obligation of the Company to exercise a purchase option to purchase the intangible property. We determined that this was a critical audit matter as it required complex accounting judgment and analysis by Management to determine the fixed obligation to be recorded at the inception of the contract.
| · | We obtained and examined the sublicensing agreement. | |
| · | We obtained and tested Managements analysis of accounting for the transaction, including the determination of what was a fixed obligation at the purchase date. | |
| · | We read and examined the disclosures of this transaction, including evaluating the completeness of the disclosures related to remaining obligations under the contract |
We have served as the Company’s auditor since 2024.
/s/ Weinberg & Company P.A.
April 15, 2026
| 25 |
BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| 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 December 31, 2025 and as of December 31, 2024 | ||||||||
| Series A preferred stock, non-dividend, 2,500 votes per share, $ par value, authorized; issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Common Stock issuable, -0- as of December 31, 2025 and 1,936,000 as of December 31, 2024 | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| TOTAL STOCKHOLDERS' DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| 26 |
BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 | ( | ) | ( | ) | ||||
| 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.
| 27 |
BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Common Stock | Preferred Stock | Issuable Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income (loss) | 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 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Issuable Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income (loss) | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common shares for services | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Issuance of common shares to directors | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in satisfaction of debt owed to a director | – | – | ||||||||||||||||||||||||||||||||||||||
| Issuance of common shares as loan incentive | – | – | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Other comprehensive income | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 28 |
BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (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 of common shares issued as loan incentives | ||||||||
| Fair value of 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 provided by (used in) operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of Intangibles | ( | ) | ||||||
| Cash acquired in DocSun transaction | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Note and loan payments | ( | ) | ( | ) | ||||
| Increase in note and loan balances | ||||||||
| Increase in note and loan balances - related parties | ||||||||
| Net cash provided by 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: | ||||||||
| 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 | $ | $ | ||||||
| Liability incurred upon acquisition of intangible | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 29 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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 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 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 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 is BioRegenx, Inc., a Nevada Corporation 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 with 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”).
| 30 |
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, 2025, 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.
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.
| 31 |
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 outstanding amount 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.
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, 2025, and 2024, 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.
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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.
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 annual impairment testing and concluded that intangible
assets were impaired amounting to $
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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.
Disaggregation of Revenue
Gross revenue received consisted of the following product sources:
| Schedule of disaggregation of revenue | ||||||||
| For the year ended | ||||||||
| For the year ended | 12/31/2025 | 12/31/2024 | ||||||
| Medical testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Other sales | ||||||||
| Total Gross Sales | $ | $ | ||||||
Gross revenue received consisted of the following customer types:
| For the year ended | 12/31/2025 | 12/31/2024 | ||||||
| Medical and Academic | $ | $ | ||||||
| Customers and Direct Sales | ||||||||
| Reseller | ||||||||
| Total Gross Sales | $ | $ | ||||||
For the fiscal years ended December 31, 2025, and December 31, 2024, revenue
from United States customers accounted for approximately
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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.
In 2024, the Company fulfilled its performance obligations
for previously deferred shipments of wellness products and medical test machines, recognizing approximately $
As of December 31, 2025, the Company's deferred revenue
had a balance of $
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.
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.
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As of March 8th, 2024, the date of the merger, the Company’s common shares became 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 a public exchange. For the period of January 1, 2024 through March 7, 2024, 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, 2025 and 2024 were $
Research and Development
Research and development costs are expensed as per
ASC Topic 730. Research and development costs incurred during the years ended December 31, 2025 and 2024 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, 2025 and 2024, 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, 2025 if their effect had been dilutive include outstanding options and warrants to purchase our common stock. Comparatively, securities which may have affected the calculation of the diluted earnings per share for the year ended December 31, 2024 if their effect had been dilutive were the outstanding options and warrants and of unvested shares of common stock.
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 segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
| 36 |
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: | 12/31/2025 | 12/31/2024 | ||||||
| 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.
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 | ||||||||
| 12/31/2025 | 12/31/2024 | |||||||
| Prepaid commissions | $ | $ | ||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
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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 | $ | |||
| 38 |
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—ACQUISITION OF LICENSE AGREEMENT
On May 5, 2025, the Company entered into a binding
sub-license and purchase option agreement with the owners of certain intangible technology and the distribution license on which the GlycoCheck
systems are based. The sub-license period applies retroactively to November of 2023. At inception, the Company recognized an intangible
license asset (presented within “Intangible assets, net”) and a corresponding minimum-payment obligation. The agreement calls
for a royalty of $500 for each GlycoCheck system sold. The contract calls for an unconditional minimum of $
Amortization of the license agreement was $
The Company performs its indefinite-lived intangible asset impairment test
on an annual basis. Based on this assessment, Management determined that it could not support the carrying value of the intangible asset
from current or projected operations, and as such, recorded an impairment charge of $
NOTE 7—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, 2024,
shares with a fair value of $,
vested and are included in selling, general and administrative expenses. As of December 31, 2024,
shares with a fair value of $
During the year ended December 31, 2025, the
Company issued
common shares with an aggregate fair market value of $
Issuance of common stock to Directors and other related parties
During the year ended December 31, 2025 the Company
granted shares of its common stock with an aggregate fair value of $
| 39 |
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 $
During the year ended December 31, 2024, the Company
granted shares of its common stock with a fair value of $
Issuance of common stock and warrants 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. In January of 2024, there were shares with a fair value of $
common shares or warrants were issued for refunds in the year ended December 31, 2025.
Issuances of warrants
During 2024, the Company granted warrants to certain
convertible note holders to purchase an aggregate of
During 2025, 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 2024 statements of operations.
There were stock option awards during the year ended December 31, 2025.
| 40 |
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 assumptions | ||||||||
| 12/31/2025 | 12/31/2024 | |||||||
| 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, 2025 and 2024 follows:
| Schedule of stock options and warrants outstanding | ||||||||
| Number of Shares | Weighted -Average Exercise Price | |||||||
| Outstanding as of December 31, 2023 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of December 31, 2024 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Forfeited | ( | ) | $ | |||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Exercisable at December 31, 2025 | $ | |||||||
Options and Warrants Outstanding and Exercisable at December 31, 2025
| 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 8—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.
| 41 |
Loans from unrelated parties are as follows:
| Schedule of loans from unrelated parties | ||||||||
| 12/31/2025 | 12/31/2024 | |||||||
| (A) Howard notes - In Default | $ | $ | ||||||
| (B) Goff note - In Default | ||||||||
| (C) Insurance notes | ||||||||
| (D) Adler note | ||||||||
| (E) EIDL notes ($400,000 in default) | ||||||||
| (F) Stripe Capital | ||||||||
| (G) Other | ||||||||
| Total | ||||||||
| Less unamortized 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 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) The Insurance note is from a finance company 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 $
| 42 |
(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 December 31, 2024 the Company had several
other notes outstanding for a combined balance due of $
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, 2025 | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total payments | ||||
| Less: Current portion | ( | ) | ||
| Non-current portion | $ | |||
| 43 |
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with secured and 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.
The principal amount of debt from related parties is summarized in the following table:
| Schedule of related party debt | |||||||||
| Related Party | 12/31/2025 | 12/31/2024 | |||||||
| Libertas Trust | $ | $ | A | ||||||
| Wilshire Holding Trust | A | ||||||||
| Resco Enterprises Trust | A | ||||||||
| Avis Trust | A | ||||||||
| JS Bird | A | ||||||||
| Thomas Powers | 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 9 —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, 2025 and 2024 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. A former officer and former director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, claims a creditor interest in the VHS Pool. To the knowledge of Management, Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments is not ascertainable.
| 44 |
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 periods ended
December 31, 2025 and 2024 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 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, 2025 and 2024. 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. 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, 2025
and 2024 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 | $ | |||
| 45 |
NOTE 10— 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. 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.
Legal Services
In April of 2025, the Company entered into a legal services agreement related
to capital markets matters and SEC filings and other matters with total potential fees up to $
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.
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 are claiming damages in excess of $566,682. The Company has 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.
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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 11—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, 2025, 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, 2025, and 2024, 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 | ||||||||
| 12/31/2025 | 12/31/2024 | |||||||
| 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 | ||||||||
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The components of deferred taxes consist of the following at December 31, 2025 and 2024.
| Schedule of deferred taxes | ||||||||
| 12/31/2025 | 12/31/2024 | |||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Capital loss carryforwards | ||||||||
| Reserves, accruals and other | ||||||||
| Intangible asset | ||||||||
| Deferred stock-based compensation | ||||||||
| Less: Valuation allowance | ( |
) | ( |
) | ||||
| Net deferred tax assets | $ | $ | ||||||
NOTE 12—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.
The CODM regularly reviews the following expense categories in assessing performance: cost of goods sold, salaries and wages, stock-based compensation, distributor incentives, legal and accounting, depreciation and amortization, impairment charges and interest expense.
| Schedule of segment reporting | ||||||||
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 13—SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the consolidated financial statements were issued. Subsequent to December 31, 2025, 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 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.
Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025 because of the material weaknesses in internal control over financial reporting 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 internal controls over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this evaluation, management concluded that internal control over financial reporting was not effective as of December 31, 2025 because of the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
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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 as defined under Rule 10A-3 under the Securities Exchange Act of 1933; (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, 2025, 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, 2025, 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.
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ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2025, 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 | 57 | Chief Executive Officer, Interim Chief Financial Officer, Director | 3/8/2024 to present | |||
| Gary Hennerberg | 69 | Secretary | 4/16/2025 to present | |||
| Suzanne Bird | 61 | Director | 3/8/2024 to present | |||
| Thomas Powers | 50 | Director | 3/8/2024 to present | |||
| Richard Janney | 67 | 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.
Gary Hennerberg
Gary Hennerberg is the Secretary of the Company after rejoined the Company after a brief retirement. Gary was formerly a Director, Secretary and the Chief Executive Officer for a subsidiary. In his career, Mr. Hennerberg has worked as a marketing consultant to large and small organizations across a variety of industries. He has been a speaker, columnist, webinar host and teacher of marketing topics. Mr. Hennerberg is the author of “Crack the Customer Mind Code / Seven Pathways from Head to Heart to YES!”; “Direct Marketing Quantified: The Knowledge is in the Numbers” and “Spinal Stenosis and Back Pain Relief Treatments Reviewed”. Prior to 1992, he was Vice President of U.S. Communications Marketing Agency, Vice President of Direct Marketing for CMF&Z, a Young and Rubicam Advertising Agency, and on the client-side Gary has worked as a Product Manager and Marketing Manager for several companies. Gary obtained a B.A. Communications from Fort Hays State University in 1978.
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.
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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).
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, 2025, all of our officers and directors and certain greater than 10% beneficial owners failed to file Forms 4 and Forms 5 as required. As of the date of this Annual Report on Form 10-K, such persons have not filed the required reports, including applicable Forms 4 and/or Forms 5, with respect to these transactions.
Board of Directors
Our board of directors currently consists of four members. The directors are elected at the annual stockholders meeting.
Audit Committee
As of the date of this Annual Report, the Company has an Audit Committee consisting of two directors. Mr. Janney is a qualified financial expert and independent director, and he chairs the committee. The Audit Committee did meet the standard of being an independent audit committee as defined under Rule 10A-3 under the Securities Exchange Act of 1933, which require a majority of independent members.
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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, is that it is appropriate for the Company not to have such a policy and 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. |
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-K 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.
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Insider Trading Policy
The Company has
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, 2025, for each of fiscal years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Salary | Bonus | Stock awards |
Option Awards | All other compensation | Total | |||||||||
| Name and principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||
| William Resides, Chief Executive Officer and | 2024 | 157,500 | 0 | 0 | 0 | 0 | 157,500 | |||||||
| Interim Chief Financial Officer | 2025 | 118,419 | 0 | 0 | 0 | 4,720 | 123,139 |
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, there have been no grants of stock options to purchase our Common Stock made to the Named Executive Officer identified in the Summary Compensation Table.
Stock Option Grants
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. In 2025 no warrants have been exercised under these grants and no compensation has been recorded.
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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, 2025.
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
Beginning in fiscal year 2025, director compensation was set at $7,500 per quarter, per director, payable in Company equity. Beginning with the third quarter of 2025 the compensation was increased to $25,000 per quarter. The shares to be issued are valued at an agreed upon amount of $0.13 per share. The board members who are also an officer were removed from the board compensation starting with the fourth quarter of 2025. The board members were not paid for the year ended 12/31/2024. The valuation of the director compensation recorded was based on the share value on the date of vesting and differs from the agreed upon value. The Company issues equity to the directors on a quarterly basis.
| Name | Salary Earned as Officer | Board Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | ||||||
| William Resides, Chairman (NEO and Chairman of the Board) | 118,419 | 0 | 4,720 | 0 | 123,139 | ||||||
| Suzanne Bird | 0 | 0 | 6,981 | 0 | 6,981 | ||||||
| Thomas Powers | 0 | 0 | 6,981 | 0 | 6,981 | ||||||
| Richard Janney | 0 | 0 | 6,981 | 0 | 6,981 | ||||||
| Gary Hennerberg, Officer and Former Board Member | 27,144 | 0 | 4,720 | 0 | 31,864 |
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 March 31, 2026, 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.
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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 March 31, 2026. 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 March 31, 2026, 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.
The percentages below are calculated based on 3,800 shares of our Series A preferred stock and 969,017,081 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 37421
Thomas Powers holds 15,000 warrants exercisable at $0.20, all other 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) | 218,206,580 | 22.52% | 1,120 | 29.47% | 22.50% | |||||||||||||||
| Gary Hennerberg | 20,790,763 | 2.15% | 108 | 2.84% | 2.15% | |||||||||||||||
| Suzanne Bird(2) | 94,150,504 | 9.72% | 480 | 12.63% | 9.74% | |||||||||||||||
| Thomas Powers | 4,731,550 | 0.45% | 0 | 0.00% | 0.45% | |||||||||||||||
| Richard Janney | 495,240 | 0.05% | 0 | 0.00% | 0.05% | |||||||||||||||
| All executive officers and directors as a group (5 persons) | 338,374,637 | 33.37% | 1,708 | 44.95% | 33.49% | |||||||||||||||
| 5% Shareholders | ||||||||||||||||||||
| Wilshire Holding Trust, (William Resides Trustee) | 197,031,616 | 20.33% | 1,008 | 26.53% | 20.39% | |||||||||||||||
| JARA Irrevocable Trust (Robert Doran Trustee)(3) | 74,633,328 | 7.70% | 400 | 10.53% | 7.73% | |||||||||||||||
| Libertas Trust (Joseph Bird and Suzanne Bird JT Trustees) | 84,799,264 | 8.75% | 432 | 11.37% | 8.78% | |||||||||||||||
| RNL Lonepeak Holding, LLC Robert Long, Member and Robert Long(4) | 188,346,832 | 19.44% | 1,015 | 26.71% | 19.51% | |||||||||||||||
| Hans Vink Beheer BV, Hans Vink, principal | 122,619,600 | 12.65% | 617 | 16.24% | 12.69% | |||||||||||||||
_________________
| (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 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. |
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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. In calculating the percentage of beneficial ownership, shares underlying options, warrants or conversion features exercisable within 60 days are deemed outstanding for the holder but not for any other person.
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, 2025 and 2024 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 former officer and former director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, claims a creditor interest in the VHS Pool. To the knowledge of Management, 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 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 periods ended December 31, 2025 and 2024 were $33,349 and $11,364, respectively.
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, 2025 and 2024. 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. 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, 2025 and 2024 were $-0- and $50,784, respectively, no legal fees were paid during 2025 and 2024. The balance of $72,061 was owed by the Company at year end. In January 2024, Ms. Walker was granted an option to acquire 6,880,000 shares of common stock at $0.13 per share. The options with a fair value of $832,092 were included in selling, general and administrative expenses in 2024.
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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 $268,545 at December 31, 2025 and $199,740 at December 31, 2024, from Thomas Powers were $54,250 at December 31, 2025, and $-0- at December 31, 2024 and from Gary Hennerberg were $23,845 at December 31, 2025. Balances due to prior officers and board members were $9,107 at December 31, 2025 and $22,048 at December 31, 2024.
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, 2025, and 2024.
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, 2025, and 2024:
| 2025 | 2024 | |||||||
| Audit Fees | $ | 161,547 | $ | 96,531 | ||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 161,547 | $ | 96,531 | ||||
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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, 2025 and 2024 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, 2025 and 2024 were $161,547 and $96,531, respectively.
Tax Fees
We incurred aggregate tax fees and expenses from Weinberg during the years ended December 31, 2025 and 2024 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, only one of whom we have determined to be an “independent director” and financial expert. Our audit committee pre-approves 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, 2025, 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, 2025 and 2024
Statements of Operations for the years ended December 31, 2025 and 2024
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024
Statements of Cash Flows for the years ended December 31, 2025 and 2024
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) | |
| 4.1 | Description of Securities Registered Under Section 12(g) of the Exchange Act | |
| 4.2 | Form of 2024 16% Convertible Note (incorporated by reference to exhibit 4.1 to Form 10-Q as filed October 9, 2024) | |
| 4.3 | Form of 2024 Warrant (incorporated by reference to exhibit 4.2 to Form 10-Q as filed October 9, 2024) |
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| 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) | |
| 10.4 | Sublicense and Assignment Agreement dated May 5, 2025 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 14, 2025) | |
| 14 | Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K as filed April 15, 2025) | |
| 19 | Insider Trading Policy (incorporated by reference to Exhibit 19 to Form 10-K as filed April 15, 2025) | |
| 21 | Subsidiaries | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of 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, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders (Deficit), (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements | |
| 104 | The cover page from the BioRegenx, Inc. Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101 |
ITEM 16. 10-K SUMMARY
None.
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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
Its: Chief Executive Officer
(Principal Executive Officer)
Date: April 15, 2026
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, 2026 | ||
| /s/Suzanne Bird | Director | April 15, 2026 | ||
| Suzanne Bird | ||||
| /s/Thomas Powers | Director | April 15, 2026 | ||
| Thomas Powers | ||||
| /s/Richard Janney | Director | April 15, 2026 | ||
| Richard Janney |
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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, 2025, we had 1,500,000,000 shares of common stock authorized and 969,017,081 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 (the “Articles”), our bylaws, as amended (the “Bylaws”), and the applicable provisions of Nevada law.
We are authorized to issue 1,500,000,000 shares of common stock, $0.001 par value per share. Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to stockholders. Holders of common stock are entitled to receive such dividends as may be declared by our board of directors out of funds legally available therefor 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 December 31, 2025, there were 307 holders 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 and registrar for our common stock is ClearTrust, LLC.
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. |
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.
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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 future public offerings to raise additional capital, facilitating corporate acquisitions, or paying dividends 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 (“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 before the person became 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 | |
| · | 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 the 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 Sections 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. 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.
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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 acquired in the 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 not to 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 tenth day following the date an acquiring person has acquired a controlling interest, that is, crossed 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 it is 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
The Company is authorized under its Articles to indemnify each present and future officer and director against all costs, expenses and liabilities, including judgments, amounts paid in compromised settlements, and amounts paid for services of counsel and other related expenses, that may be incurred by or imposed on such person in connection with any claim, action, suit, proceeding, investigation or inquiry in which such person may be involved as a party or otherwise by reason of any past or future action taken or authorized and approved by such person, or any omission to act as such officer or director, at the time of the incurring or imposition of such costs, expenses or liabilities.
This indemnification does not apply to any costs, expenses or liabilities arising from matters as to which such person shall be finally adjudged liable by reason of intentional misconduct, fraud or a knowing violation of law, or for the payment of dividends in violation of NRS 78.300.
As to whether a director or officer was liable by reason of acts or omissions involving intentional misconduct or a knowing violation of 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 is not exclusive of other rights to which any such officer or director may be entitled 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, 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 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 31.1
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K 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, 2026
/s/ William Resides
William Resides
Chief Executive Officer
Interim Chief Financial Officer
Exhibit 31.2
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K 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, 2026
/s/ William Resides
William Resides
Interim Chief Financial Officer
Exhibit 32.1
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. (formerly Findit, Inc.) (the “Company”) on Form 10-K for the year ended December 31, 2025 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
Chief Executive Officer
April 15, 2026
Exhibit 32.2
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. (formerly Findit, Inc.) (the “Company”) on Form 10-K for the year ended December 31, 2025 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
Interim Chief Financial Officer
April 15, 2026