Regenerative Medical Technology Group Inc 10-K for FY2024
Regenerative Medical Technology Group Inc. (RMTG)
About this 10-K
Regenerative Medical Technology Group Inc filed this 10-K on April 15, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.11M
- up 70.4% from $2.41M a year earlier
- Net loss
- $5.56M
- compared with a net loss of $9.81M a year earlier
- Diluted EPS
- -$0.44
- compared with -$0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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TABLE OF CONTENTS
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As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms the “Company,” “Registrant,” “we,” “us,” “our,” “Meso,” “MSSV” or “RMTG” refer to Regenerative Medical Technology Group Inc. a Nevada corporation, and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, some information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These risks include, by way of example and not in limitation:
| ■ | risks related to our outstanding secured and unsecured loans, certain of which are in default, and our ability to service debt; |
| ■ | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; |
| ■ | the uncertainty of profitability based upon our history of losses; |
| ■ | legislative or regulatory changes concerning regenerative medicine and therapies; |
| ■ | risks related to our operations and uncertainties related to our business plan and business strategy; |
| ■ | changes in economic conditions; |
| ■ | uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property; |
| ■ | competition; and |
| ■ | cybersecurity concerns. |
We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk Factors” and “Description of Business,” as well as other cautionary language in this registration statement and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position. Since our common stock is considered a “penny stock,” we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
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PART I
| ITEM 1. | BUSINESS |
Business Overview
Since the acquisition of Global Stem Cell Group (GSCG) in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. We believe stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. Patients around the world are seeking a natural regenerative alternative without the potential risks and side effects sometimes associated with traditional surgeries and /or conventional pharmaceuticals.
We work with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. We also engage in patient procedures from treatments that GSCG is offering at its Cancun, Mexico clinic, and its clinic in a joint venture with an investor that is scheduled to open in 2025, extended from a prior launch date of November 23, 2024, located at the Hyatt Hotel in Jumeirah, a coastal residential area of Dubai UAE.
Our team combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever. Our strategy allows us the ability to create immediate revenue streams through treatments, product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from treating patients, our training and seminars, from the resale of kits, products, equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.
Global Stem Cells Group is a leader in the Stem Cell and Regenerative Medicine fields, covering clinical research, patient applications, along with physician training through our state-of-the-art global network of companies. Its mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. GSCG has been educating doctors on the science and application of cell-based therapeutics for the past 10 years. Our professional trademarked association “ISCCA” INTERNATIONAL SOCIETY FOR STEM CELL APPLICATION is a global network of medical professionals that leverages these multinational relationships to build best practices and further our mission.
Review of Fiscal Year 2024
2024 marked a pivotal year for Regenerative Medical Technology Group (RMTG) and Global Stem Cells Group (GSCG ) as we expanded our international footprint, launched strategic business divisions, and strengthened our proprietary operations in regenerative medicine. Our growth trajectory was supported by our three core business pillars: physician training through the International Society for Stem Cell Application (ISSCA), strategic partnerships with medical institutions, and enhanced manufacturing capabilities.
International Growth and Market Penetration
Throughout 2024, RMTG/GSCG achieved remarkable international expansion that has further solidified our position as a global leader in regenerative medicine.
The International Society for Stem Cell Application (ISSCA), our educational arm, substantially expanded its global physician training programs in 2024. This expansion included hosting comprehensive conferences and immersive workshops in numerous locations across the globe, including Argentina, Peru, Indonesia, Belgium, Mexico (specifically Cancún), the United States, and several other strategic locations. These educational initiatives were designed to disseminate cutting-edge knowledge and practical skills in regenerative medicine to medical professionals worldwide.
Our physician education programs successfully trained medical professionals in over 20 countries during 2024, providing them with advanced knowledge and practical skills in cellular therapy, exosome technology, and peptide applications. This extensive educational outreach has not only elevated the standard of regenerative medicine practice globally but has also established GSCG as the preeminent authority in the field, building a global network of skilled practitioners aligned with our methodologies and standards.
Southeast Asia Expansion
Our strategic market entry efforts yielded particularly strong results in Southeast Asia, where we successfully launched five new clinics under our network. These facilities now serve as regional hubs for advanced regenerative treatments and physician training.
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South American Growth
We established stronger distribution channels throughout South America, with particular focus on development in key markets. Our analysis has identified potential office locations in Los Cabos (Mexico), Puerto Rico, and Chile to better serve the growing demand in these regions.
Global Reach Enhancement
By systematically addressing regional market needs with tailored approaches, we've been able to significantly expand our global footprint while maintaining consistent service quality and treatment protocols across diverse regulatory environments.
Manufacturing & Regulatory Strengthening
A cornerstone of our 2024 strategy and a major milestone for our continued growth in 2025 is the expansion of our proprietary manufacturing facilities. We believe this strategic initiative will significantly enhance our capabilities to increase product offerings and serve a broader patient base with consistent, high-quality regenerative medicine products.
Our state-of-the-art manufacturing facility in Cancún, Mexico represents a significant achievement in our vertical integration strategy. This facility has received full accreditation from Cofepris (the Mexican FDA equivalent), validating our commitment to maintaining the highest regulatory standards in our manufacturing processes. The facility is designed to produce advanced mesenchymal stem cells (MSCs), exosomes, and peptide-based products under stringent quality control protocols. This manufacturing center will serve as the foundation for our global product distribution network and provide standardized treatment products for patient care across our clinical network.
Cancún Manufacturing Capabilities
| ■ | Full Cofepris accreditation (Mexican FDA) |
| ■ | Production of mesenchymal stem cells (MSCs) |
| ■ | Advanced exosome isolation and purification |
| ■ | Peptide-based product development |
| ■ | Quality control laboratories with state-of-the-art equipment |
| ■ | Sterile processing environments for biological materials |
Dubai Facility Development
While our planned Dubai, UAE facility encountered unexpected regulatory and construction delays in 2024, we remain firmly committed to launching this strategic facility in 2025. The Dubai location will serve as a critical hub for our presence in the Middle East and Asia, complementing our existing operations and providing regional access to our advanced treatments and technologies.
Potential for United States Manufacturing
As U.S. regulations on regenerative medicine continue to evolve, we are actively evaluating market entry strategies that would allow us to expand our clinic network and manufacturing capabilities in North America. Our regulatory affairs team is closely monitoring developments at the FDA and working with industry associations to position RMTG/GSCG advantageously as the regulatory landscape clarifies. This proactive approach will ensure we are prepared to capitalize on opportunities in the U.S. market when conditions are favorable.
Product Expansion & Market Innovation
In 2024, RMTG significantly broadened its market reach through strategic product expansion and innovative business models that position us for sustained growth in the regenerative medicine sector. Our diversification efforts have created multiple revenue streams while maintaining our focus on scientific excellence and therapeutic effectiveness.
Celgenic, our product development and distribution division, achieved remarkable growth by expanding beyond our traditional cellular therapies portfolio. The introduction of peptide-based treatments has been particularly successful, addressing complementary therapeutic needs and creating synergies with our existing stem cell applications. This product diversification has been accompanied by enhanced global distribution capabilities, allowing us to reach more practitioners and patients worldwide with our comprehensive regenerative medicine solutions.
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Strategic Shift to Establish Our Own Network
In a pivotal strategic repositioning, we transitioned from external clinical alliances to establishing our own Global Stem Cells Group clinic network. This vertical integration ensures standardized patient care protocols, consistent quality control, and optimized revenue streams across all treatment locations.
Network Implementation
The implementation of our proprietary clinic network model has already demonstrated significant benefits in terms of treatment consistency, patient outcomes, and operational efficiency. By maintaining direct oversight of clinical operations, we can rapidly deploy innovations and ensure adherence to our rigorous standards.
Clinical Innovation
Our licensed Global Stem Cells Group network Centers worldwide continue to push the boundaries of stem cell applications through clinical studies and advanced treatment protocol development. These centers serve as innovation hubs where new therapeutic approaches are refined before broader implementation.
The expansion of our proprietary clinic network has created valuable opportunities for vertical integration between our manufacturing facilities, product development initiatives, and treatment delivery systems. This integrated approach not only improves operational efficiency but also enhances our ability to gather clinical data, refine protocols, and accelerate the development of next-generation regenerative therapies.
2025 Strategic Outlook
Our operational strategy for 2025 centers on translating our market position and technological advantages into sustainable revenue growth and expanded market share. We anticipate accelerated growth as we execute on our operational plans for clinic network expansion, manufacturing scale-up, and market penetration in key regions including Southeast Asia, Latin America, and potentially North America. We believe our diversified revenue streams from training, product sales, and clinical services provide a solid foundation for sustainable long-term growth and shareholder value creation.
Key performance indicators for 2025 are expected to include operational efficiency metrics, market penetration rates in target regions, production capacity utilization at our manufacturing facilities, and financial performance measures including revenue growth, profit margins, and return on invested capital. Our management team has implemented robust tracking and reporting systems to monitor these metrics and make data-driven adjustments to our execution strategy as needed throughout the year.
Expansion of Clinical Network
A cornerstone of our 2025 growth strategy is the continued expansion of the GSCG Network Clinics, representing our transition from a primarily educational and product-focused organization to a comprehensive regenerative medicine enterprise with direct patient care capabilities. This strategic evolution allows us to capture additional value in the treatment delivery phase while ensuring consistent application of our proprietary protocols.
For 2025, we have confirmed plans for the official launch of a minimum of four new clinic locations. These include strategically selected sites in Indonesia, Puerto Rico, Santiago (Chile), and Lisbon (Portugal). Each location has been chosen based on comprehensive market analysis, regulatory considerations, local healthcare ecosystem dynamics, and potential patient demographics. These new clinics will implement our standardized operational model while incorporating necessary adaptations for local market conditions and regulatory requirements.
Beyond these confirmed locations, our development pipeline includes additional planned clinics in Mexico, the United States, and other key international markets identified through our ongoing market analysis process. These locations are currently in various stages of development, from initial feasibility studies to advanced site selection and regulatory approval processes. Our network expansion follows a disciplined approach that balances growth opportunities with operational sustainability and quality control considerations.
2025 Anticipated Clinic Launches
| ■ | Indonesia: Serving the rapidly growing Southeast Asian market |
| ■ | Puerto Rico: Strategic gateway between North and South American markets |
| ■ | Santiago, Chile: Expanding our Latin American presence |
| ■ | Lisbon, Portugal: Strengthening our European operations |
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Network Clinic Standardization
Each RMTG/GSCG Network Clinic operates under our proprietary standards for facility design, equipment specifications, staff qualifications, treatment protocols, and patient management systems. This standardization ensures consistent quality of care while allowing for efficient scaling of operations across diverse geographic locations. Our clinic expansion model includes comprehensive support systems for practitioner training, operational management, quality assurance, and marketing development.
Manufacturing Scale-Up
A critical element of our 2025 strategic plan is the completion and full operational scaling of our manufacturing infrastructure. These facilities represent significant capital investments that will strengthen our vertical integration strategy, enhance product consistency, and improve operational margins across our business units. Our manufacturing capabilities directly support our ability to serve global markets with standardized, high-quality regenerative medicine products.
The Cancún facility, which achieved regulatory approval in 2024, will transition to full-scale production in 2025. This advanced manufacturing center is designed to support product demand across Latin America and beyond, with robust capacity for mesenchymal stem cell production, exosome isolation, and peptide synthesis. The facility incorporates state- of-the-art quality control systems, including real-time monitoring of production parameters, comprehensive batch testing protocols, and advanced storage capabilities for biological materials.
In parallel with optimizing our existing manufacturing operations, we are actively evaluating opportunities for additional manufacturing locations to further enhance production efficiency and geographic distribution capabilities. These evaluations include considerations such as proximity to key markets, local regulatory environments, availability of skilled workforce, and capital investment requirements. Any expansion of our manufacturing footprint will follow our established model of phased development with careful attention to regulatory compliance and operational excellence.
Production Capacity Expansion
Implementing phased scale-up of production volumes to match growing demand while maintaining strict quality parameters and operational efficiency.
Product Line Diversification
Expanding manufacturing capabilities to support new product development initiatives, including advanced exosome formulations and specialized peptide combinations.
Quality System Enhancement
Continuous improvement of quality management systems to exceed regulatory requirements and support potential future certifications in additional markets.
Distribution Network Integration
Optimizing logistics and supply chain operations to ensure efficient distribution of manufactured products to our clinic network and external customers.
Educational Program Enhancement
The International Society for Stem Cell Application (ISSCA) continues to be a cornerstone of our business model and a primary driver of our industry leadership position. As the educational and professional development arm of Global Stem Cells Group, ISSCA plays a crucial role in establishing practice standards, disseminating knowledge, and creating a global community of trained regenerative medicine practitioners. In 2025, we will further strengthen ISSCA's position and expand its reach through strategic initiatives.
A key focus for 2025 will be significantly increasing the number and geographical distribution of our training events and physician certifications. Building on our successful 2024 programs conducted across more than 20 countries, we will expand both our foundational certification courses and our advanced specialization programs. These educational offerings will continue to evolve to incorporate the latest scientific advances, clinical best practices, and regulatory considerations relevant to regenerative medicine applications.
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Q1 2025
Launch enhanced certification curriculum incorporating latest advances in exosome technology and peptide applications, with programs scheduled in Mexico, United States, and Indonesia.
Q2 2025
Introduce advanced specialization tracks for orthopedic, aesthetic, and chronic disease applications of regenerative therapies, with dedicated symposia planned for European and South American markets.
Q3 2025
Deploy comprehensive online learning platform to complement in-person training, providing ongoing education resources and community engagement for certified practitioners.
Q4 2025
Host major international congress bringing together leading researchers, practitioners, and regulatory experts to address emerging trends and future directions in regenerative medicine.
In addition to expanding our educational programming, we will strengthen our partnerships with global medical institutions in 2025. These collaborations will include joint research initiatives, faculty exchange programs, and shared curriculum development with respected academic and clinical organizations. By aligning with established medical institutions, we enhance the credibility of our educational offerings while creating pathways for institutional adoption of regenerative medicine protocols. These partnerships also provide valuable opportunities for clinical validation of emerging treatments and technologies developed within our research network.
Market Development
We intend to strategically enter new geographic markets, particularly in North America, as regulatory environments evolve favorably for regenerative medicine applications.
The United States represents a significant opportunity for Global Stem Cells Group, both in terms of market size and potential for scientific collaboration. Our 2025 strategy includes focused initiatives to expand our clinical presence in the U.S. as regulatory frameworks evolve to accommodate advances in regenerative medicine. This strategic market entry requires careful navigation of complex regulatory considerations while positioning RMTG/GSCG as a leader in North American regenerative medicine.
Our approach to the U.S. market is characterized by strategic patience combined with proactive preparation. While regulatory pathways for certain regenerative medicine applications remain under development at the FDA, we are actively monitoring policy developments and engaging with industry associations to contribute to the evolving regulatory dialogue. This engagement allows us to align our product development and clinical protocols with emerging standards while advocating for science-based regulatory frameworks that protect patients while enabling innovation.
Regulatory Navigation Strategy
We have established a dedicated U.S. regulatory affairs team to monitor FDA developments, prepare appropriate submissions, and develop compliant protocols for the U.S. market. This team works in close collaboration with legal advisors specializing in FDA regulations and regenerative medicine policy to ensure our market entry strategy adheres to all applicable requirements.
Clinical Partnership Development
In preparation for expanded U.S. operations, we are cultivating relationships with established U.S. medical institutions, research universities, and clinical practices interested in regenerative medicine applications. These partnerships are expected to facilitate knowledge exchange, protocol development, and potential collaborative research initiatives that align with U.S. regulatory expectations.
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Educational Market Positioning
While developing our clinical strategy, we are enhancing our U.S. educational presence through ISSCA programs specifically designed for U.S. practitioners. These educational initiatives establish RMTG/GSCG as a thought leader in the U.S. market while building a community of trained physicians prepared to implement our protocols when regulatory pathways are established.
Our U.S. market entry strategy also includes evaluation of potential clinical locations in states with favorable regulatory environments for regenerative medicine. This location analysis considers factors such as existing medical infrastructure, patient demographics, physician density, and regulatory climate. By identifying optimal locations for initial U.S. clinical operations, we can better ensure efficient resource allocation and maximize the impact of our market entry efforts when regulatory conditions permit implementation.
Revenue Stream Diversification
A cornerstone of our financial strategy for 2025 is the continued diversification of our revenue streams, creating a balanced business model that reduces dependency on any single market segment while maximizing our ability to capture value across the regenerative medicine ecosystem. This diversified approach enhances our financial stability and provides multiple pathways for growth even as individual market segments experience fluctuations.
Central to our revenue diversification strategy is the strengthening of the Celgenic product line with new offerings in peptides, exosome therapies, and biologics. We believe these product categories represent significant growth opportunities as they address complementary therapeutic needs and can be used independently or in conjunction with our stem cell applications. Our 2025 product development roadmap includes the commercialization of several new formulations that have shown promising results in preliminary clinical applications.
In parallel with product development, we are enhancing our global distribution infrastructure to drive sales growth across all territories. This distribution strategy includes both direct sales to our network clinics and expanded relationships with qualified external partners who can effectively represent our products in their respective markets. Our distribution enhancements include improvements in logistics, inventory management, technical support, and sales training to ensure our products are effectively represented and properly utilized in clinical applications worldwide.
The continued expansion of our clinic network also represents a significant revenue diversification initiative, as it transitions more of our business model toward direct patient care services. These clinical operations generate recurring revenue streams from patient treatments while also creating demand for our manufactured products. The integration between our product development, manufacturing, and clinical service delivery creates valuable synergies that enhance overall profitability and market responsiveness.
Operational Efficiency Initiatives
As Global Stem Cells Group transitions from a growth phase characterized by rapid expansion into a period of operational consolidation, we are implementing comprehensive efficiency initiatives designed to optimize our processes, reduce costs, and enhance productivity across all business units. These operational improvements will be a key focus area for 2025, supporting our ability to deliver consistent profitability while maintaining our commitment to quality and innovation.
Our operational efficiency strategy encompasses several interconnected dimensions: process standardization, technology integration, workforce development, and continuous improvement methodologies. By addressing these elements systematically, we hope to create a foundation for sustainable operational excellence that supports our long-term growth objectives while enhancing near-term financial performance.
Process Standardization
Implementation of standardized operating procedures across all locations to ensure consistency, quality, and efficiency. This includes uniform protocols for manufacturing, clinical practices, training delivery, and administrative functions, allowing for better resource allocation and performance benchmarking.
Technology Integration
Deployment of integrated information systems to connect our global operations, enhance data accessibility, and improve decision-making capabilities. Future key initiatives on our longer roadmap may include implementation of enterprise resource planning (ERP) systems, laboratory information management systems, and customer relationship management platforms.
Workforce Development
Strategic investment in employee training and development programs to enhance skills, improve productivity, and reduce turnover. Our talent development initiatives focus on technical capabilities, leadership development, and cross- functional understanding to build a versatile workforce aligned with our strategic objectives.
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Continuous Improvement
Additional future roadmap includes designs for the adoption of structured methodologies such as Lean and Six Sigma to identify and eliminate inefficiencies, reduce variation, and optimize resource utilization. These approaches are being integrated into our operational culture through training, incentive alignment, and visible management support.
The operational efficiency initiatives will be supported by enhanced performance metrics and accountability structures designed to track progress and identify areas requiring additional attention. Our management team has established specific efficiency targets for each business unit, with regular review processes to assess performance and adjust implementation strategies as needed. These metrics are directly tied to our financial objectives and will be a key component of management performance evaluation in 2025.
Research and Development Pipeline
Continued investment in research and development remains a strategic priority for Global Stem Cells Group as we work to expand our therapeutic capabilities, enhance treatment efficacy, and maintain our position at the forefront of regenerative medicine innovation. Our R&D activities span basic science investigation, translational research, and clinical application development, creating a comprehensive innovation pipeline that supports both near-term product enhancements and longer-term technological breakthroughs.
Our 2025 R&D strategy focuses on several key areas that represent significant opportunities for advancement in regenerative medicine. These focus areas have been selected based on emerging scientific evidence, unmet clinical needs, and alignment with our existing capabilities and infrastructure. By concentrating our research efforts on these strategic priorities, we optimize our resource allocation while maximizing potential impact on patient outcomes and market growth.
| 1. | Exosome Characterization and Optimization: |
Advanced analysis of exosome content and function to enhance therapeutic applications
| 2. | Combination Therapy Protocols: |
Development of synergistic treatment approaches combining stem cells, exosomes, and peptides
| 3. | Tissue-Specific Regeneration Techniques: |
Specialized protocols for targeted regeneration of specific tissue types and organs
| 4. | Biomarker Identification and Validation: |
Discovery of predictive indicators for treatment response and outcome measurement
| 5. | Delivery System Innovations: |
Novel approaches to enhance cellular therapy delivery, targeting, and persistence
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Our R&D activities are supported by a network of collaborations with academic institutions, research organizations, and clinical partners that provide access to specialized expertise, advanced technologies, and diverse patient populations. These collaborative relationships accelerate our innovation cycle while ensuring our research directions remain aligned with evolving scientific understanding and clinical practice. In 2025, we plan to expand these collaborative networks with particular emphasis on partnerships that can support our U.S. market entry strategy and enhance our credibility in key international markets.
The integration between our R&D activities and our clinical network creates a powerful feedback loop that informs research priorities based on real-world clinical observations while facilitating the rapid translation of research findings into clinical applications. This translational approach differentiates GSCG from purely academic research organizations and enables us to quickly adapt our product offerings and treatment protocols to incorporate emerging scientific insights and technological capabilities.
Financial Outlook and Investment Strategy
Global Stem Cells Group enters 2025 with a robust financial foundation and a clear strategy for balancing continued growth investments with improving profitability metrics. Our financial management approach emphasizes disciplined capital allocation, operational cost control, and strategic investments in high-potential growth opportunities. This balanced approach is designed to deliver sustainable long-term value for our stakeholders while maintaining the financial flexibility needed to respond to evolving market conditions.
Our 2025 financial projections reflect the impact of our operational efficiency initiatives, continued revenue diversification, and the maturation of investments made in previous years. We anticipate accelerating revenue growth as our manufacturing facilities reach optimal production capacity and our expanded clinic network generates increasing patient volumes. These revenue improvements, combined with operational efficiencies, are expected to drive margin expansion and enhance overall profitability metrics throughout the year.
Our capital investment strategy for 2025 prioritizes high-impact projects that directly support our core strategic objectives. Major investment categories include clinic network expansion, manufacturing capacity optimization, technology infrastructure enhancements, and targeted R&D initiatives. Each investment proposal undergoes rigorous evaluation using standardized criteria including expected return on investment, strategic alignment, risk assessment, and implementation timeline. This disciplined approach ensures our capital resources are allocated to opportunities with the greatest potential for value creation.
In parallel with our operational investments, we continue to evaluate strategic acquisition opportunities that could accelerate our growth in key markets or enhance our technological capabilities. Our acquisition strategy focuses on targets that offer clear synergies with our existing operations, have compatible corporate cultures, and can be integrated efficiently into our operational structure. While we maintain an active acquisition pipeline, we approach each opportunity with disciplined valuation parameters and clear integration planning to ensure successful outcomes.
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| Item 1A. | Risk Factors. |
You should carefully consider the risks described below together with all of the other information included in this registration statement before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information in this registration statement and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to Macroeconomics, COVID-19 Restrictions and Other Conditions
OUR OPERATIONS AND PERFORMANCE DEPEND SIGNIFICANTLY ON GLOBAL AND REGIONAL ECONOMIC CONDITIONS AND ADVERSE ECONOMIC CONDITIONS CAN MATERIALLY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
A deterioration in economic conditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest rates, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available credit, the rate of inflation, and perceptions of the economy, as well as other factors, such as terrorist attacks, protests, looting, and other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and other epidemics), extreme weather conditions and climate change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and the emerging military conflict in Israel and Gaza) and/or public policy, including increased state, local or federal taxation, could adversely affect our operating results and financial condition.
Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due to their impact on the global economy and demand for our regenerative products; the imposition of protective public safety measures, such as shutdowns and restrictive health mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting in interruptions to our business and the supply of current products and offering of existing services, and delays in production ramps of new products and development of new services.
In addition to an adverse impact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other channel partners, and developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency.
As a result, our operating results may be impacted by the health of the global economy. Volatility and disruption in global capital and credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies or similar events affecting clients may cause us to incur bad debt expense at levels higher than historically experienced. Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially and adversely affected.
Adverse economic conditions can also lead to increased credit and collectability risk on our trade receivables; the failure of derivative counterparties and other financial institutions; limitations on our ability to issue new debt; reduced liquidity; and declines in the fair values of our financial instruments. These and other impacts can materially adversely affect our business, results of operations, financial condition and stock price.
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A PANDEMIC, SUCH AS COVID-19, COULD HAVE A MATERIAL ADVERSE IMPACT ON FINANCIAL RESULTS AND BUSINESS OPERATIONS OF THE COMPANY.
A novel strain of coronavirus (COVID-19) was first identified in December 2019 and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in the markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the year ended December 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services and equipment. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change as new events occur and additional information is obtained.
ALL OF REVENUE IS DERIVED FROM CUSTOMERS OUTSIDE THE UNITED STATES, AND WE MAY LOSE REVENUES AND MARKET SHARE DUE TO EXCHANGE RATE FLUCTUATIONS AND POLITICAL AND ECONOMIC CHANGES RELATED TO FOREIGN BUSINESS.
All of our revenue comes from customers outside of the United States. Any US company conducting foreign business is always subject to economic, political and regulatory uncertainties and risks that are unique to each area of the world. Fluctuations in exchange rates may also affect the prices that foreign customers are willing to pay, and may put us at a price disadvantage compared to other competitors. Potentially volatile shifts in exchange rates may negatively affect our financial position and results.
RISKS AND UNCERTAINTIES ASSOCIATED WITH OUR OPERATIONS OUTSIDE OF THE UNITED STATES MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, CASH FLOW, LIQUIDITY OR FINANCIAL CONDITION
These challenges include: (1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) the difficulties involved in managing an organization doing business in many different countries; (4) rapid changes in government policy, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) currency exchange rate fluctuations.
Risks Related to Our Financial Condition
We have a limited operating history.
The Company was incorporated under the laws of the State of Nevada in 1999 but has only recently acquired Global Stem Cells Group Inc., under which it conducts its current operations. Accordingly, the Company has only a limited operating history with which you can evaluate its business and prospects. An investor in the Company must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies, including limited capital, delays in product development, government regulations, possible marketing and sales obstacles and delays, inability to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services to customers. The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could have a material adverse effect on its business.
THE REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS AN EXPLANATORY PARAGRAPH THAT EXPRESSES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The report of our independent registered public accounting firm with respect to our financial statements as of December 31, 2024 and for the year then ended indicates that our financial statements have been prepared assuming that we will continue as a going concern. The report states that, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Our plans in regard to these matters are described in Note 2 to our audited financial statements as of December 31, 2024 and 2023 and for the years then ended. If we are not able to continue as a going concern, investors could lose their investments.
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Our ability to generate the significant amount of cash needed to service our debt obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors, many of which may be beyond our control.
Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We cannot guarantee that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs.
We will use cash to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations and other purposes. As a result of these obligations, our current liabilities may exceed our current assets. We may need to take on additional debt as we expand our presence in the global stem cell industry, which could increase our ratio of debt to equity. The need to service our debt may limit funds available for other purposes and our inability to service debt in the future could lead to acceleration of our debt and foreclosure on assets.
We cannot guarantee that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of indebtedness and the indebtedness incurrence restrictions imposed by the agreements governing our indebtedness, as well as prevailing market conditions. We may face substantial liquidity problems and might be required to dispose of material assets or operations to meet our indebtedness service and other obligations.
The lending documents restrict, and any agreements governing future indebtedness may restrict, our ability to dispose of assets and use the proceeds from any such dispositions. We cannot guarantee we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet indebtedness service obligations when due.
Risks Related to Our Business
The Operations and Commercialization of Stem Cell Therapies is an exciting, new, and integral part of the emerging Regenerative Medicine market, BUT The field remains in its infancy.
As with all new technologies, products, practices and solutions, there are inherit risks related to our industry and business.
The field of stem cell therapy is relatively new, and not yet widely adopted by the medical community, and because of that infancy, it may have an adverse effect on our ability to reach potential physicians that are skeptical of the benefits or have questions about the risks, and thus, we may run into resistance in the marketing of our products and services. Stem cell therapies may be susceptible to various risks, including side effects, unintended immune system responses, inadequate therapeutic efficacy, and lack of acceptance by physicians, hospital, and the patients themselves.
Our experience and others have shown that physicians are historically slow to adopt new treatment methods based on new technologies, like ours, when existing and trusted methods continue to be supported by established practitioners. Overcoming these obstacles often requires significant marketing expenditures, product performance, cost cutting and/or decreased pricing. We believe the skepticism to be a significant barrier as we attempt to gain market penetration with our products and services. Failure to achieve market acceptance of our products and services would have a material adverse effect on our financial condition.
Additionally, part of our success will depend on continuing to establish and maintain effective strategic partnerships and collaborations with our international partners, which may impose challenges, restrictions, and or financial impacts to our business.
As we apply our business strategy of establishing and maintaining strategic relationships, we believe this will allow us to expand and complement our products, training, support and commercialization capabilities. This we believe will allow us to reduce costs with greater economies of scale, and leverage a greater source of market intelligence, with crucial meta data gathered of Stem Cell Therapies applied to a full spectrum across global applications. Notwithstanding, there can be no assurances that we will favorably maintain all current or successfully add new relationships to successfully advance our business.
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Some of Our Potential Cell Therapy Products and Technologies Are In Early Stages Of Development.
The development of new cell therapy products is a highly risky undertaking, and there can be no assurance that any future research and development efforts we may undertake will be successful. Our potential products will require extensive additional research and development and perhaps regulatory approval before any commercial introduction. There can be no assurance that any future research, development and clinical trial efforts will result in viable products or meet efficacy standards.
WE COMPETE WITH A NUMBER OF COMPANIES IN OUR SPACE AND FACE INCREASED COMPETITION FROM SUCH COMPANIES.
In our global cell therapy operations, we face competitors in many different segments of our business models. We face intense competition from companies with much larger capital resources than us, and, as a result, we could struggle to attract customers and gain market share. Some of our existing or future competitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes in the industry or the economy as a whole. We will strive to advance our products and technology in each of these sectors ahead of our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and to compensate employees competitively. We face significant competition in several aspects of our business, and such competition might increase, particularly in the market for regenerative therapies.
Our competitors may announce new products, services or enhancements that better address changing industry standards on regenerative care. Any such increased competition could cause pricing pressure, loss of business or decreased customer purchases, any of which could adversely affect our business and operating results.
We believe that we have competitive strengths and protection via our depth of services and products, and our continually expanding global footprint, that we offer in the regenerative medicine field, including, but without limitation to, cell therapy products, isolation systems, physician training, laboratory build outs, medical tourism, and more.
While there are particular or specific competitors in any one of these areas, no one is currently providing the full service one stop solution for such a complete range of offerings in this industry as we are.
Furthermore, we compete by becoming a resource, creating standards of practice, advancing the Stem Cell field in general, and by connecting associates and partners in many different aspects of the business.
We intend to continue strategic business acquisitions and other combinations, which are subject to inherent risks.
In order to expand our solutions, services, and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe are complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate the business and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls, policies and procedures; 2) diversion of management’s attention from other business concerns; 3) entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients or key personnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities; and, 9) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related to internal control over financial reporting and the time and cost associated with remedying such deficiencies. If we fail to successfully integrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve projected results or support the amount of consideration paid for such acquired businesses.
If we are unable to manage our growth in the new markets in which we offer solutions or services, our business and financial results could suffer.
Our future financial results will depend in part on our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth in new markets could have a significant negative impact on our business, financial condition and results of operations.
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OUR BUSINESS WILL SUFFER IF OUR NETWORK SYSTEMS, OR OPEN-SOURCE PLATFORM FAILS OR BECOME UNAVAILABLE.
A reduction in the performance, reliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users and our business would be materially harmed.
WE MAY NOT BE ABLE TO IMPLEMENT OUR GROWTH AND MARKETING STRATEGY SUCCESSFULLY OR ON A TIMELY BASIS OR AT ALL.
Our future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and sales of our product portfolio, attracting new consumers and introducing new product lines and product extensions.
Our sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.
Risks Related to Legal Uncertainty
We may become subject to legal proceedings that could have a material adverse impact on our financial position and results of operations.
From time to time and in the ordinary course of our business, we may become involved in various legal proceedings. All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial noneconomic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have an adverse effect on our business, financial condition and results of operations.
| ● | Certification, licensing or regulatory requirements; | |
| ● | Unexpected changes in regulatory requirements; | |
| ● | Changes to or reduced protection of intellectual property rights in some countries |
DEFECTS IN THE PRODUCTS WE SELL OR FAILURES IN QUALITY CONTROL RELATED TO OUR DISTRIBUTION OF PRODUCTS COULD IMPAIR OUR ABILITY TO SELL OUR PRODUCTS OR COULD RESULT IN PRODUCT LIABILITY CLAIMS, LITIGATION AND OTHER SIGNIFICANT EVENTS INVOLVING SUBSTANTIAL COSTS.
Detection of any significant defects in our regenerative medicine products that we sell or failure in our quality control procedures or the quality control procedures of our suppliers may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion of development resources, injury to our reputation and restrictions imposed by governmental agencies. The costs we may incur in correcting any product defects may be substantial and we may not be able to identify adequate remedies, if required. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail and/or our suppliers, would be time consuming and costly to defend, and if we and/or our product suppliers do not prevail, could result in the imposition of a damages award. We presently do not maintain product liability insurance and we are therefore exposed to claims without the benefit of insurance.
If we should in the future become required to obtain regulatory approval to market and sell our pRODUCTS AND services we will not be able to generate any revenues until such approval is received.
The medical industry is subject to stringent regulation by a wide range of authorities. Although Stem Cell therapy is heavily regulated in the US by the Food and Drug Administration, we do not focus our business portfolio in U.S. markets. To this end, we have suspended operations in the U.S. As such, we are not constrained by FDA regulatory jurisdictions. We now operate exclusively in countries where clear regulatory pathways to manufacturing and practice exist.
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However, while we are not presently required to obtain regulatory approval in regulated markets, such as the U.S., to create, market and sell our products and services we cannot predict whether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained, whether for the products and services that we have commercialized or may attempt to develop. Should such regulatory approval in the future be required, our products and services may be suspended or may not be able to be marketed and sold until we have completed the regulatory clearance process as and if implemented by the FDA or similar foreign regulatory entities. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources.
If regulatory clearance of products and services is granted, this clearance may be limited to those particular states and conditions for which the products and services are demonstrated to be safe and effective, which would limit our ability to generate revenue.
We cannot ensure that any products and services developed by us will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our products and services where such clearance is necessary. There can be no assurance we will obtain regulatory approval of our products and services that may require it.
We may be unable to protect our intellectual property from infringement by third parties, and third parties may claim that we are infringing on their intellectual property, either of which could materially and adversely affect us.
We intend to rely on patent protection, trade secrets, technical know-how and continuing technological innovation to protect our intellectual property, and we expect to require any employees, consultants and advisors that we may hire or engage in the future to execute confidentiality and assignment of inventions agreements in connection with their employment, consulting or advisory relationships. There can be no assurance, however, that these agreements will not be breached or that we will have adequate remedies for any such breach.
Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may develop intellectual property competitive with ours. Our competitors may independently develop similar technology or otherwise duplicate our products and services. As a result, we may have to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is particularly expensive, time-consuming, diverts the attention of management and technical personnel and could result in substantial cost and uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit our ability to produce and/or market our products and services in the future and would likely have an adverse effect on any revenues we may in the future be able to generate by the sale or license of such intellectual property.
We may be subject to costly litigation in the event our future services or technology infringe upon another party’s proprietary rights. Third parties may have, or may eventually be issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us with respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages or injunctions precluding us from utilizing our technology or services or marketing or selling any products or services under the same. An adverse determination in any litigation of this type could require us to design around a third party’s patent, license alternative technology from another party or otherwise result in limitations in our ability to use the intellectual property subject to such claims.
We may be Exposed to Liabilities under the Foreign Corrupt Practices Act and any Determination that we Violated these Laws could have a Material Adverse Effect on our Business.
We are subject to the Foreign Corrupt Practices Act (FCPA), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective and our employees, consultants, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.
THERE MAY BE DEFICIENCIES WITH OUR INTERNAL CONTROLS THAT REQUIRE IMPROVEMENTS, AND IF WE ARE UNABLE TO ADEQUATELY EVALUATE INTERNAL CONTROLS, WE MAY BE SUBJECT TO SANCTIONS BY THE SEC.
We are exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller reporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.
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Risks Related to Our Management and Control Persons
WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.
Our success is highly dependent upon the continued services of our Chief Executive Officer, David Christensen. The loss of Mr. Christensen’s services would have a material adverse effect on the Company and its business operations.
The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.
OUR LACK OF ADEQUATE D&O INSURANCE MAY ALSO MAKE IT DIFFICULT FOR US TO RETAIN AND ATTRACT TALENTED AND SKILLED DIRECTORS AND OFFICERS.
In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
OUR SERIES AA HOLDERS POSSESS SIGNIFICANT VOTING POWER WITH RESPECT TO OUR VOTING STOCK, WHICH WILL LIMIT YOUR INFLUENCE ON CORPORATE MATTERS.
There are currently 50,000 shares of Series AA Preferred Stock held by David Christensen, the Company’s CEO. As a result of the issuance of 1,000,000 shares of Series AA Preferred Stock to Benito Novas, a change of control has occurred. The amended certificate of designation for the Series AA Preferred Stock provides that all of the holders of the Series AA Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders. The amended certificate of designation for the Series AA Preferred Stock further provides that a unanimous consent of the holders of Series AA Preferred Stock is necessary for, among other things, a change in control of the Company, requiring the votes of both Messrs. Christensen and Novas.
The holder of the Series AA Super Voting Preferred Stock shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration.
As a result, our insiders have the ability to significantly influence our management and affairs through the election and removal of our Board and all other matters requiring stockholder approval, including any future merger, consolidation or sale of all or substantially all of our assets. This concentrated voting power could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our stockholders. Furthermore, this concentrated control will limit the practical effect of your influence over our business and affairs, through any stockholder vote or otherwise. Any of these effects could depress the price of our common stock.
THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.
Our Articles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our Amended and Restated Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.
OUR OFFICER AND DIRECTORS HAS LIMITED EXPERIENCE MANAGING A PUBLIC COMPANY.
Our officer and director has limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive officer and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.
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Risks Related to Our Common Stock
OUR STOCK PRICE MAY BE VOLATILE OR MAY DECLINE REGARDLESS OF OUR OPERATING PERFORMANCE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
The market price of our common stock may fluctuate widely in response to various factors, some of which are beyond our control, including:
| ● | market conditions or trends in the dietary supplement industry or in the economy as a whole; |
| ● | actions by competitors; |
| ● | actual or anticipated growth rates relative to our competitors; |
| ● | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
| ● | economic, legal and regulatory factors unrelated to our performance; |
| ● | any future guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual results; |
| ● | changes in financial estimates or recommendations by any securities analysts who follow our common stock; |
| ● | speculation by the press or investment community regarding our business; |
| ● | litigation; |
| ● | changes in key personnel; and |
| ● | future sales of our common stock by our officers, directors and significant shareholders. |
In addition, the stock markets, including the over-the-counter markets where we are quoted, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These broad market fluctuations may materially affect our stock price, regardless of our operating results. Furthermore, the market for our common stock historically has been limited and we cannot guarantee that a larger market will ever be developed or maintained. The price at which investors purchase shares of our common stock may not be indicative of the price that will prevail in the trading market. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, these factors may make it more difficult or impossible for you to sell our common stock for a positive return on your investment. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.
FUTURE SALES OF SHARES OF OUR COMMON STOCK, OR THE PERCEPTION IN THE PUBLIC MARKETS THAT THESE SALES MAY OCCUR, MAY DEPRESS OUR STOCK PRICE.
The market price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock. In addition, if our significant shareholders sell a large number of shares, or if we issue a large number of shares, the market price of our stock could decline. Any issuance of additional common stock by us in the future, or warrants or options to purchase our common stock, if exercised, would result in dilution to our existing shareholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock. Moreover, the perception in the public market that shareholders might sell shares of our stock or that we could make a significant issuance of additional common stock in the future could depress the market for our shares. These sales, or the perception that these sales might occur, could depress the market price of our common stock or make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
We have issued shares of common stock, options and convertible notes which are convertible into shares of our common stock in connection with our private placements and certain employment, director and consultant agreements. In addition, we issued shares of our common stock and convertible notes which are convertible into shares of our common stock, in financing transactions and pursuant to employment agreements that are deemed to be “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act. From time to time, certain of our shareholders may be eligible to sell all or some of their restricted shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. The resale pursuant to Rule 144 of shares acquired from us in private transactions could cause our stock price to decline significantly.
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“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.
If the market price for our common stock is below $5.00 per share, trading in our common stock may be subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules would require that any broker-dealer that would recommend our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations would require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.
POTENTIAL FUTURE FINANCINGS MAY DILUTE THE HOLDINGS OF OUR CURRENT SHAREHOLDERS.
In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.
WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES.
We currently do not expect to declare or pay dividends on our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit.
YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.
We are in a capital intensive business and we do not have sufficient funds to finance the growth of or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 100,000,000 shares of common stock and 11,000,000 shares of preferred stock, both with par value of $0.001 per share. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.
WE HAVE A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK ISSUABLE UPON CONVERSION OF CERTAIN OUTSTANDING CONVERTIBLE SECURITIES, AND THE ISSUANCE OF SUCH SHARES UPON EXERCISE OR CONVERSION WILL HAVE A SIGNIFICANT DILUTIVE IMPACT ON OUR STOCKHOLDERS. SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND THE ISSUANCE OF ADDITIONAL SHARES WILL DILUTE ALL OTHER STOCKHOLDERS.
As of December 31, 2024, there were 70,000,000 shares of Common Stock issuable upon the exercise of options and warrants at weighted average exercise price of $0.10, 180,346 shares from the conversion of outstanding convertible notes and 39,231,798 shares from the conversion of outstanding convertible preferred stock.
Our articles of incorporation, as amended, permits the issuance of up to 100,000,000 shares of Common Stock. As such, we have the ability to issue substantial amounts of Common Stock in the future, which would dilute the percentage ownership held by stockholders.
17
FUTURE ISSUANCE OF OUR COMMON STOCK, PREFERRED STOCK, OPTIONS AND WARRANTS COULD DILUTE THE INTERESTS OF EXISTING STOCKHOLDERS.
We may issue additional shares of our common stock, preferred stock, options and warrants in the future. The issuance of a substantial amount of common stock, options and warrants could have the effect of substantially diluting the interests of our current stockholders. In addition, the sale of a substantial amount of common stock or preferred stock in the public market, or the exercise of a substantial number of warrants and options either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration or by investors who acquired such common stock in a private placement could have an adverse effect on the market price of our common stock.
OUR ARTICLES OF INCORPORATION GRANTS OUR BOARD THE POWER TO ISSUE ADDITIONAL SHARES OF COMMON AND PREFERRED SHARES AND TO DESIGNATE OTHER CLASSES OF PREFERRED SHARES, ALL WITHOUT STOCKHOLDER APPROVAL.
As of December 31, 2024, our authorized capital consists of 100,000,000 shares of common stock and 11,000,000 shares are authorized as preferred stock, both with a par value of $0.001 per share. Our Board, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Nevada law.
The rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share.
BECAUSE THE COMPANY IS A “SMALLER REPORTING COMPANY,” WE MAY TAKE ADVANTAGE OF CERTAIN SCALED DISCLOSURES AVAILABLE TO US, RESULTING IN HOLDERS OF OUR SECURITIES RECEIVING LESS COMPANY INFORMATION THAN THEY WOULD RECEIVE FROM A PUBLIC COMPANY THAT IS NOT A SMALLER REPORTING COMPANY.
We are a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors to analyze the Company’s results of operations and financial prospectus in comparison with other public companies.
BECAUSE WE ARE A SMALL COMPANY WITH A LIMITED OPERATING HISTORY, HOLDERS OF COMMON STOCK MAY FIND IT DIFFICULT TO SELL THEIR STOCK IN THE PUBLIC MARKETS.
The number of persons interested in purchasing our common stock at any given time may be relatively small. This situation is attributable to a number of factors. One factor is that we are a small company that is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume. Another factor is that, even if the Company came to the attention of these persons, they tend to be risk-averse and would likely be reluctant to follow an unproven company such as ours. Furthermore, many brokerage firms may not be willing to effect transactions in our securities, including our common stock. As a consequence, there may be periods when trading activity in our common stock is minimal or even non-existent, as compared to trading activity in the securities of a seasoned issuer with a large and steady volume of trading activity. We cannot give you any assurance that an active public trading market for our common stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained.
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OUR COMMON STOCK IS QUOTED THROUGH THE OTC MARKETS, WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.
The Company’s common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.
The trading volume of the Company’s common stock has been and may continue to be limited and sporadic. As a result, the quoted price for the Company’s common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value.
Additionally, the securities of small capitalization companies may trade less frequently and in more limited volume than those of more established companies. The market for small capitalization companies is generally volatile, with wide price fluctuations not necessarily related to the operating performance of such companies.
WE MAY SEEK TO RAISE ADDITIONAL FUNDS, FINANCE ACQUISITIONS OR DEVELOP STRATEGIC RELATIONSHIPS BY ISSUING CAPITAL STOCK.
We may finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.
This information is not required for smaller reporting companies.
| ITEM 1C. | CYBERSECURITY |
We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.
We have designed our
business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified
back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities,
use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes.
We engage a
As of December 31, 2024,
we have
| ITEM 2. | PROPERTIES |
We maintain our current principal office at 433 Plaza Real Suite 275 Boca Raton, Florida 33432. Our phone number is (800) 956-3935.
Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022, and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. In January 2022, the Company began the buildout of the clinic and order equipment. The Cancun facility was to be inaugurated in May 2022 is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).
Due to the expansion of the Cancun Clinic, an additional 1,216 square feet Global Stem Cell Group, Inc. entered into a new Cancun lease with RIVIERA MAYA, S.A. DE C.V beginning January 16, 2024, and ending on January 15, 2026.
On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same.
| ITEM 3. | LEGAL PROCEEDINGS |
To the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Market Information.
Our common stock is qualified for quotation on the OTC Markets-OTCPink under the symbol “RMTG” and has been quoted on the OTCPINK since October 16, 2018. There currently is no liquid trading market for our common stock. There can be no assurance that a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained. The closing price of our common stock at December 31, 2024 was $0.0285.
Penny Stock
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders
As of March 31, 2025, we had 148 shareholders of common stock per transfer agent’s shareholder list.
Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrant’s business.
20
Equity Compensation Plan Information
The Company does not currently have an equity compensation plan in place.
Recent Sales of Unregistered Securities
On or about December 17, 2023, the Company issued 50,000 shares of common stock as commitment shares under an Equity Financing Agreement.
On February 29, 2024, the Company issued 45,030 shares of common stock for conversion of convertible notes.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
| ITEM 6. | [RESERVED] |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
General
The following is a discussion by management of its view of the Company’s business, financial condition, and corporate performance for the past year. The purpose of this information is to give management’s recap of the past year, and to give an understanding of management’s current outlook for the near future. This section is meant to be read in conjunction with the Financial Statements of this Annual Report on Form 10-K.
Results of Operations
Below is a summary of the results of operations for the years ended December 31, 2024, and 2023.
| For the Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Revenue | $ | 4,107,494 | $ | 2,409,953 | $ | 1,697,541 | 70.44 | % | ||||||||
| Cost of revenue | 1,284,375 | 734,285 | 550,090 | 74.92 | % | |||||||||||
| Gross profit | 2,823,119 | 1,675,668 | 1,147,451 | 68.48 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Advertising and marketing | 456,431 | 476,989 | (20,558 | ) | -4.31 | % | ||||||||||
| Professional fees | 1,124,439 | 752,277 | 372,162 | 49.47 | % | |||||||||||
| Officer compensation | 90,000 | 90,000 | - | 0.00 | % | |||||||||||
| Depreciation and amortization expense | 220,559 | 310,102 | (89,543 | ) | -28.88 | % | ||||||||||
| Investor relations | 52,193 | 9,000 | 43,193 | 479.92 | % | |||||||||||
| General and administrative | 798,316 | 752,526 | 45,790 | 6.08 | % | |||||||||||
| Total operating expenses | 2,741,938 | 2,390,894 | 353,044 | 14.68 | % | |||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (5,641,609 | ) | (6,491,538 | ) | 849,929 | -13.09 | % | |||||||||
| Gain on derivative financial instruments | (2,543 | ) | 4,798 | (7,341 | ) | -153.00 | % | |||||||||
| Gain on settlement of debt | - | 2,463 | (2,463 | ) | -100.00 | % | ||||||||||
| Gain on extinguishment of debt | - | 1,511,297 | (1,511,297 | ) | -100.00 | % | ||||||||||
| Impairment of goodwill | - | (4,125,460 | ) | 4,125,460 | -100.00 | % | ||||||||||
| Net loss | $ | (5,562,971 | ) | $ | (9,813,666 | ) | $ | 4,250,695 | -412.30 | % | ||||||
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Revenue
Revenue increased by 70.44% in the amount of $1,697,541 for the year ended December 31, 2024, compared to the same period in 2023. The increase in revenue was across all categories of revenue and a result of marketing and sales efforts to increase brand recognition and exposure in the industry. We experienced more lead generation in 2023 increasing equipment, products, and training sales in regions like Southeast Asia and the Middle East. The opening of the Cancun facility in the second half of 2022 also increased sales by providing a facility for physicians to come for training and perform patient procedures.
We expect that our revenues will increase in future quarters as a result of our ongoing marketing and brand awareness campaigns, training seminars, lectures and other efforts we engage in that expand our presence in the industry and provide us with more opportunities to sell our products. We also expect revenues to increase with the opening of our new clinic in Dubai, UAE, on November 23, 2024. This clinic, alongside our existing clinic in Cancun, will also provide a facility for physicians to come for training and perform patient procedures.
We have also added new regenerative products that are expected to further increase revenue. In August 2024, we introduced our new line of innovative Cellgenic peptides. This new product line is expected to play a crucial role in the field of regenerative medicine. Our Cellgenic peptides have the potential to address the following health concerns: healing and recovery from injuries, enhancing muscle recovery and reducing inflammation, enhancing tanning and improving sexual function, improving body composition and metabolic health, managing weight loss and diabetes, among other potential health potential benefits.
The following table presents the Company’s revenue by product category for the years ended December 31, 2024, and 2023:
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Training | $ | 809,654 | $ | 599,425 | ||||
| Product supplies | 1,748,960 | 1,329,159 | ||||||
| Equipment | 177,225 | 162,370 | ||||||
| Patient procedures | 1,371,655 | 318,999 | ||||||
| Total revenue | $ | 4,107,494 | $ | 2,409,953 | ||||
Operating Expenses
Operating expenses increased by 14.68% in the amount of $351,044 for the year ended December 31, 2024, compared to the year ended 2023. Listed below are the major changes to operating expenses:
Advertising and marketing fees decreased by $20,558 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a decrease in advertising by Global Stem Cells Group.
Professional fees increased by $372,162 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to expansion of the Cancun facility.
Depreciation and amortization decreased by $89,543 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a five-year lease extension on the Cancun facility.
Investor relations increased by $43,193 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to an agreement with an investor relation firm in February 2024.
General and administrative expense increased by $45,790 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to Cancun renovations.
We expect our overall operating expenses to increase into 2025 as we further implement our business plan. We expect increases in future quarters over all major categories as we engage in efforts to increase brand awareness with our products and services, including advertising campaigns and investor relation services. We also expect an increase in general operating costs and growth initiatives as we ramp up operations and seek to expand them. The opening of a new clinic on November 23, 2024, in Dubai, UAE will also increase our operating expenses with a new lease of property, staff, equipment and other expenses associated with this growth initiative.
22
Other Expense
Other expense decreased by $3,454,288 for the year ended December 31, 2024, compared to the same period in 2023, primarily as a result of impairment of goodwill of $4,125,460 and gain on extinguishment of debt of $1,511,297 in 2023, and the decrease of $270,567 of interest on promissory notes.
We had interest expense of $5,641,609 and $6,491,538 for the years ended December 31, 2024, and 2023, respectively.
We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, and we will be unable to repay the loans. If this happens, we could go out of business.
Net Loss
We recorded a net loss of $5,562,971 for the year ended December 31, 2024, as compared with a net loss of $9,813,666 for the year ended 2023.
Liquidity and Capital Resources
Since inception, the Company has financed its operations through private placements, convertible notes, and unsecured and secured debt. The following is a summary of the cash and cash equivalents as of December 31, 2024, and December 31, 2023.
| December 31, 2024 | December 31, 2023 | $ Change | % Change | |||||||||||||
| Cash and cash equivalents | $ | 1,165,820 | $ | 530,540 | $ | 635,279 | 119.74 | % | ||||||||
Summary of Cash Flows
Below is a summary of the Company’s cash flows for the years ended December 31, 2024, and 2023.
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash provided (used) in operating activities | $ | 850,699 | $ | (419,199 | ) | |||
| Net cash used by investing activities | (215,419 | ) | (385,596 | ) | ||||
| Net cash used by financing activities | - | (309,850 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | $ | 635,280 | $ | (1,114,645 | ) | |||
Operating activities
Net cash provided by operating activities was $850,699 during the year ended December 31, 2024, and consisted of a net change in operating assets and liabilities of $4,063,888 and non-cash items of $2,349,782, offset by a net loss of $5,562,971. The primary non-cash items for the year ended December 31, 2024, consisted of amortization of debt discount of $2,126,680, depreciation and amortization of $220,560 and change in derivative liabilities of $2,543. The significant change in operating assets and liabilities was an increase in accounts payable.
Net cash used in operating activities was $419,200 during the year ended December 31, 2023, and consisted of a net loss of $9,813,666, which was offset by a net change in operating assets and liabilities of $3,417,093 and non-cash items of $5,977,373. The primary non-cash items for the year ended December 31, 2023, consisted of impairment of goodwill of $4,125,460, amortization of debt discount of $3,059,914, depreciation and amortization of $310,102 and shares issued for services of $455 offset by change in derivative liabilities of $4,798 and gain on extinguishment of debt of $1,511,297. The significant change in operating assets and liabilities was an increase in accounts payable and accounts receivable.
Investing activities
Net cash used in investing activities was $215,419 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2024.
Net cash used in investing activities was $385,596 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2023
23
Financing activities
Net cash used in financing activities was $0.00 for the year ended December 31, 2024.
Net cash used in financing activities was $309,850 and consisted of principal payment of debt of $9,850 and consideration paid to note holders of $300,000 for the year ended December 31, 2023.
Since our inception, we have financed our operations through private placements, convertible notes, and unsecured debt, and we have also issued debt in our company secured by all of our assets. We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. Additionally, as of the date of this report, there are a number of secured promissory notes with an aggregate principal amount of approximately $16,144,442 that have matured and are in default. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $1,629,428 that have matured and are currently in default. The company is currently in debt restructuring talks, and there are also other lenders as well who have demonstrated interest in assuming this debt. However, if we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If after all these recourses are exhausted and the debt becomes unresolvable, like any other company, there’s a risk we could go out of business.
At December 31, 2024, we had limited cash of $1,165,820, a substantial working capital deficit, and although our revenues have increased, future losses are anticipated. Based upon the current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired, and we could go out of business. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Going Concern
The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024, and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
As of December 31, 2024, the Company had no off-balance sheet arrangements.
Critical Accounting Policies
Our critical accounting policies have not materially changed during the year ended December 31, 2024. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.
24
Derivative Instruments
The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.
Stock Based Compensation
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.
New Accounting Pronouncements
Recently adopted accounting pronouncements require public companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption date, method of adoption, and expected effects. These disclosures help investors understand how changes in accounting principles will affect a company's financial performance and position.
Recently Adopted Accounting Pronouncements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and had no impact on the Company’s financial position, results of operations, cash flows or net income per share. As of 2024 and 2023 the Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group.
Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.
Revenue Recognition
In accordance with FASB ASC 606, Revenue from Contracts with Customers, we determine revenue recognition through the following steps:
| (1) | Identify the contract with a customer |
| (2) | Identify the performance obligations in the contract |
| (3) | Determine the transaction price |
| (4) | Allocate the transaction price to each performance obligation in the contract |
| (5) | Recognize revenue when each performance obligation is satisfied |
The Company’s main source of revenue is comprised of the following:
| ● | Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receive all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized. |
| ● | Products-Physicians can order products through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. Products are paid for upfront and shipped from GSCG directly to physicians or picked up physicians at seminars or training events. Transfer of control is when the product is shipped or picked up at seminars or training events, which is when revenue is recognized. |
| ● | Equipment- Physicians can order equipment through GSCG, which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians or shipped from GSCG to physicians. Transfer of control is when the equipment is shipped, which is when revenue is recognized. |
| ● | Patient Procedures - Patient procedures are the treatments GSCG is offering at its Cancun clinic. Once the patient agrees with the treatment plan and estimate, the procedure is scheduled with a deposit. The procedure can be cancelled up to 21 days from scheduled treatment date with a 50% refund of deposit, which is when deposit is recognized as revenue. The transfer of control is when the procedures are completed, which is when revenue is recognized. |
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The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are performed. Revenue is measured based on the consideration the Company receives in exchange for those products
Use of Estimates
The preparation of these 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 and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability valuations, valuation of preferred stock, fair value estimates, valuation of assets and liabilities in business combination and in its going concern analysis.
Fair Value of Financial Instruments
The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.
Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows:
| Level 1 | Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| Level 2 | Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. |
| Level 3 | Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. |
At December 31, 2024, and December 31, 2023, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.
At December 31, 2024, and December 31, 2023, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are not required to provide the information required by this Item because we are a smaller reporting company.
| ITEM 8. | FINANCIAL STATEMENTS |
The financial statements required by this Item 8 are included in this Annual Report following Item 15 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon 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. Over time, control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
| 1. | We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2024. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
| 2. | We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness. | |
| 3. | The Company failed to account for the acquisition of GSCG using the full purchase accounting method in accordance with ASC 805. |
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of December 31, 2024. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2025.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.
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| ITEM 9B. |
Series CC Preferred Stock
On April 9, 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series CC Preferred Stock, consisting of up to one thousand (1,000) shares. The Certificate of Designation for the Series CC Preferred Stock contains the following features:
| 1) | No voting rights; |
| 2) | No dividend rights; |
| 3) | The holders of Series C Preferred Stock may, from time to time and at any time convert part or all of the shares of Series CC Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000. |
| 4) | All shares of the Series CC Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained) specifically ranking, by its terms, on parity with the Series CC Preferred Stock; and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders) specifically ranking, by its terms, senior to the Series CC Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; and |
| 5) | So long as any Series CC Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the Series CC Preferred Stock holders: (A) alter or change the rights, preferences or privileges of the Series CC Preferred Stock, or alter or change the rights, preferences or privileges of any other capital stock of the Company so as to affect adversely the Series CC Preferred Stock, (B) Issue any additional shares of Series CC Preferred Stock (C) Increase the authorized number of shares of Series CC Preferred Stock (D) sell all or substantially all of the Company’s assets outside the ordinary course of business, (E) declare bankruptcy or file for a reorganization or recapitalization of the Company or similar filing, (F) incur any debt outside of ordinary course of business, (G) create any new classes of shares or changes to the preferences of existing classes of shares, (H) change the Company’s business activities. |
The full rights afforded to the holders of Series CC Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on April 10, 2025, attached to this Annual Report on Form 10-K as Exhibit 3.10, and is incorporated by reference herein.
Secured Loan Transaction
On April 9, 2025, the Company entered into a Secured Loan Agreement (the “Agreement”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor a $1,375,000 face value Secured Promissory Note (the “Note”) with a $275,000 original issue discount, with interest at an annual compounded rate of 15%, and a maturity date of December 31, 2026.
The Agreement further contemplates the issuance of one share of the Company’s newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the “Warrant”) to purchase up to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share.
From January 1, 2024, to the date of the Agreement, the Investor had already funded $574,619, and the Agreement provides for an additional $525,318 under the Note. The parties agreed that the existing funds of $500,000 plus any new funds provided under the Note will be used by the Company to build a manufacturing facility in Cancun, Mexico.
Further under the Agreement, the Company agreed that within 6 months of reaching quarterly sales of US$6,000,000, the Borrower shall obtain a listing (“Listing”) of its shares of common stock on the NASDAQ or similar national US exchange (“Exchange”). If the Company is not eligible, then the Company shall continue to be obligated to seek the Listing until such time as the Company is qualified by the Exchange. As part of the listing process, the Company shall cancel all of its series AA Preferred stock, have all of its series DD preferred stock converted into common stock and then have all of its Series CC Preferred Stock converted into common stock in that order.
The foregoing description of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to full text of the Agreement, the Note and the Warrant, the forms of which are filed as Exhibits 10.15, 4.6 and 4.7, respectively, to this Annual Report on Form 10-K.
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
None.
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PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Our current director and executive officer and his age are listed below.
| Name | Current Age | Position | ||
| David Christensen | 59 | President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer), Secretary and Director |
David Christensen
From Feb 2001 to present, Dave has been the CEO and EVP of Enterprise Technology Consulting, where he helps companies transform their Leadership and Operations by driving Strategic Initiatives. As a Black Belt in Lean Six Sigma, he uses the best tools from these Lean Principles known as “Hoshin Kanri” (Strategy Deployment) to help companies develop and execute their business objectives. Strategy Deployment leverages this strong process knowledge and broad business experience to drive continuous improvement and performance breakthroughs that deliver exceptional value.
From Dec 2017 to present, Dave has also served as CEO and President of TNT Blockchain Inc, where he leads an international team of Supply Chain Technology solutions developers.
From May 2019 to Nov 2019, Dave served as CEO and Director of Lans Holdings, Inc., a company in the payment processor business.
From Jul 2015 to Present, Dave served as Vice President Strategy Development of Mode Transportation, a company in the freight transportation industry.
From Sep 2015 to Jan 2018, Dave served as Chief Strategy Officer and Director of Lans Holdings, Inc., a company in the payment processor business.
Dave has previously worked for companies such as Compaq, HP, Cal Cartage, Qualcomm, Wal-Mart International, Rexnord Carlyle, Lans Holdings, Mode Transportation, Hypercom, and Verifone.
Aside from that provided above, Dave does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Dave is qualified to serve as our director for his experience in developing companies.
Family Relationships.
There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings.
During the past 10 years, none of our current directors, nominees for directors or current executive officers have been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:
| 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; |
| 2. | Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). |
| 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: |
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
29
ii. Engaging in any type of business practice; or
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.
| 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; |
| 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated. |
| 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. |
| 7. | Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
| 8. | Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Term of Office
Our directors are appointed at the annual meeting of shareholders and hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal in accordance with our bylaws. Our officers are appointed by the Board and hold office until the annual meeting of the Board next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 16(a) Beneficial Ownership Reporting Compliance
As December 31, 2024, based on a review solely of the filings made under Section 16 of the Exchange Act, all reports were timely filed.
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| ITEM 11. | EXECUTIVE COMPENSATION. |
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2024, and 2023.
EXECUTIVE OFFICER COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| David Christensen | 2024 | 90,000 | - | 90,000 | ||||||||||||||||||||||||||||||||
| President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer), Secretary And Director | 2023 | 90,000 | - | 90,000 | ||||||||||||||||||||||||||||||||
Outstanding Equity Awards at the End of the Fiscal Year
We do not have any equity compensation plans and therefore no equity awards are outstanding as of December 31, 2024.
None of the members of the board of directors of the Company were compensated for services in such capacity.
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with our director or executive officer, and we are not obligated to pay severance or other enhanced benefits to our executive officer upon termination of her employment.
Employment Agreements
On August 18, 2021, the Company entered into a three-year Consulting Agreement with ETC (Enterprise Technology Consulting) owned by David Christensen. Consultant shall be compensated monthly based on annual rate of $90,000. Additionally, the agreement with ETC includes an issuance of 896 shares of Series DD Preferred Stock of the Company. The amount of 448 shares is issued on August 18, 2021, and the remaining 448 was issued on February 18, 2022.
As the Consulting Agreement has expired, the Company plans to continue with the compensation to ETC based on the annual rate of $90,000. We intend to sign a new consulting agreement with ETC in 2025.
Board of Directors
Our directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are elected by and serve at the discretion of the board of directors.
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2024, we did not have any securities authorized for issuance under any equity compensation plans.
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Compensation of Directors
No director received compensation for his services during the year ended December 31, 2024.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who hold 5% or more of the outstanding shares of voting stock of the Company.
The amounts and percentages of our common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our common stock. Except as otherwise indicated, the address of each of the shareholders listed below is c/o Regenerative Medical Technology Group Inc., 433 Plaza Real Suite 275 Boca Raton, Florida 33432.
Applicable percentage ownership is based on 12,538,968 shares of Common Stock outstanding as of March 31, 2025. In addition, as of March 31, 2025, there were 1,050,000 shares of Series AA Preferred Stock outstanding.
| Name and Address of Beneficial Owner | Common Stock Owned Beneficially | Percent of Class | Series AA Preferred Stock Owned Beneficially | Percent of Class | ||||||||||||
| Named Executive Officers and Directors | ||||||||||||||||
| Dave Christensen | 50,000 | 5 | % | |||||||||||||
| All Executive Officers and Directors as a group (1 person) | 50,000 | 5 | % | |||||||||||||
| 5% or greater shareholders | ||||||||||||||||
| Ajene Watson LLC and Digital Asset Monetary Network (1) | 1,082,477 | 8.7 | % | |||||||||||||
| Benito Novas | 1,000,000 | 95 | % | |||||||||||||
| (1) | Mr. Ajene Watson has investment and voting control over such shares. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Other than as disclosed below or the transactions described under the heading “Executive Compensation,” there have been no transactions involving the Company since the beginning of the last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.
The Company’s corporate registered office is 433 Plaza Real Suite, 275, Boca Raton, Florida 33432. The online virtual office lease is for a month-to-month term at $89.00 per month. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31, 2024, and 2023 to assets and liabilities.
Benito Novas’ brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $266,857 in the aggregate as consultants during the year ended December 31, 2024, and $233,893 in the aggregate for the year ended December 31, 2023.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
Victor Mokuolu, CPA PLLC served as our independent registered public accountants for the year ended December 31, 2024, and for the year ended December 31, 2023.
Audit Fees
For the Company’s fiscal years ended December 31, 2024, and 2023, we were billed approximately $88,440 and $200,640, respectively, for professional services rendered by our independent auditors for the audit and review of our financial statements.
Audit Related Fees
There were no fees for audit related services rendered by our independent auditors for the years ended December 31, 2024, and 2023, respectively.
Tax Fees
For the Company’s fiscal years ended December 31, 2024, and 2023, there were no fees for professional services rendered by our independent auditors for tax compliance, tax advice, and tax planning.
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All Other Fees
For the Company’s fiscal years ended December 31, 2024, and 2023, we were no billed any other fees by our auditors.
| ITEM 15. | EXHIBITS FINANCIAL STATEMENT SCHEDULES. |
We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 15:
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| ITEM 16. | 10-K SUMMARY |
None
34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated April 15, 2025 | REGERATIVE MEDICAL TECHNOLOGY GROUP | |
| By: | /s/ David Christensen | |
| David Christensen | ||
|
President, Chief Executive Officer, Chief Financial Officer, Secretary and Director | ||
In accordance with the requirements of the Securities Act of 1934, this Annual Report was signed by the following person in the capacities and on the date stated:
| Name | Title | Date | ||
/s/ David Christensen |
President, Chief Executive Officer, Chief | April 15, 2025 | ||
| David Christensen | Financial Officer, Secretary and Director |
35
ITEM 15. FINANCIAL STATEMENTS
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
TABLE OF CONTENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.) (the “Company”) as of December 31, 2024, and December 31, 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit of $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024. These factors 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 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 audits, 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 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 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 provide a reasonable basis for our opinion.
Critical Audit Matters
A critical audit matter is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Company’s governance and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
| /s/ | |
| We have served as the Company’s auditor since 2023. | |
| April 15, 2025 PCAOB ID: | |
F-2
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
CONSOLIDATED BALANCE SHEETS
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other assets | ||||||||
| Intangible assets, net | ||||||||
| Right of use asset, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest | ||||||||
| Customer advances | ||||||||
| Derivative liability | ||||||||
| Lease liability | ||||||||
| Convertible notes payable, net | ||||||||
| Notes payable-related parties | ||||||||
| Notes payable, net | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Lease liability, net of current portion | ||||||||
| Convertible notes payable, net of current portion | ||||||||
| Notes payable-related parties | ||||||||
| Notes payable, net of current portion | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' deficit | ||||||||
| Preferred stock, $ and 2023, respectively | ||||||||
| Preferred stock, $ and December 31, 2023, respectively | ||||||||
| Common stock, $ December 31, 2024, and December 31, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
F-3
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Advertising and marketing | ||||||||
| Professional fees | ||||||||
| Officer compensation | ||||||||
| Depreciation and amortization expense | ||||||||
| Investor relations | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Net income (loss) from operations | ( | ) | ||||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain (loss) on derivative financial instruments | ( | ) | ||||||
| Other income | ||||||||
| Gain on extinguishment of debt | ||||||||
| Impairment of goodwill | ( | ) | ||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted earnings (loss)per share from: | ||||||||
| Net loss per common share, basic and diluted | $ | ( | ) | ( | ) | |||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
F-4
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Year Ended December 31, 2024
| Series AA Preferred Stock | Series DD Preferred Stock | Common Stock | Additional Paid In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for conversion of note | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these audited consolidated financial statements
F-5
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Year Ended December 31, 2023
| Series AA Preferred Stock | Series DD Preferred Stock | Common Stock | Additional Paid In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these audited consolidated financial statements
F-6
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Non-cash adjustments to reconcile net loss to net cash: | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation and amortization expense | ||||||||
| Gain (loss) from changes in derivative liability fair values | ( | ) | ||||||
| Common shares issued for services | ||||||||
| Gain on settlement of debt | ( | ) | ||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Impairment of goodwill | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Other asset | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| CASH PROVIDED (USED) BY OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| CASH USED BY INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Principal payment on debt | ( | ) | ||||||
| Consideration paid to note holder | ( | ) | ||||||
| CASH USED BY FINANCING ACTIVITIES | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued for conversion of note | $ | $ | ||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
F-7
Regenerative Medical Technology Group Inc.
(formerly known as Meso Numismatics, Inc.)
NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
December 31, 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization and History
Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc.
On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”), a Florida corporation. The acquisition of Meso was to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso was a small but scalable numismatics operation that the Company leveraged for low-cost cost revenues and product marketing.
The Company maintained an online store with eBay (www.mesocoins.com) and participated in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions.
The acquisition was completed on August 4, 2017,
following the Company issuance of
On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build Meso, its numismatic business. The Company did, however, use its footprint within the Latin American region to expand the Company at a much quicker rate.
In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and the new ticker symbol MSSV became effective on October 16, 2018.
On August 18, 2021, the Company completed its
acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global
Stem Cells Group Inc. and paid the purchase price of a total of
Pursuant to the terms of the Fifth Post Closing
Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the
F-8
On October 28, 2022, the Company entered into
an Agreement of Conveyance, Transfer and Assignment of Subsidiary with the Company’s prior officer and director, Mr. Melvin Pereira,
pursuant to which the Company agreed to sell Mr. Pereira
Description of Business
As a result of this transaction, the Company is no longer engaged in the sale of coins, paper currency, bullion and medals and it has moved into what is believed to be a more lucrative opportunity for the Company - the operations of Global Stem Cell Group.
The Company believes stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the course of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, from patient procedures, and from the reoccurring application of the Company’s process using the kits and solutions it provides.
On October 18, 2024, FINRA provided a market effective date for the name and symbol change for Meso Numismatics, Inc. (MSSV) taking effect at the opening of business on October 21, 2024. The new name is Regenerative Medical Technology Group Inc. The new symbol is RMTG.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates in Financial Statement Presentation
The preparation of these 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 and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and the valuation of assets and liabilities in business combination.
Reclassifications
Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications.
Cash and Cash Equivalents
The Company considers all highly liquid accounts
with original maturities of three months or less to be cash equivalents. At December 31, 2024, and December 31, 2023, all of the Company’s
cash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2024, and December 31, 2023. Our cash
balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $
F-9
Accounts Receivable
Accounts receivables are recorded at original
invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing
balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable
balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries
of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable
will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $
Intangible Assets
Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the years ended December 31, 2024, and the year ended December 31, 2023.
Lease Accounting
The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancellable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well as non-lease components including insurance, taxes, maintenance, and other common area costs.
At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms.
Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related.
Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease.
Goodwill
We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 12 for detail of goodwill).
F-10
Derivative Instruments
The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.
Revenue Recognition
The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products.
Income Taxes
The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws.
The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of tax uncertainty occurs if the recognition threshold has been met.
Net Earnings (Losses) Per Common Share
The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same.
Diluted net loss per share is calculated by including
any potentially dilutive share issuances in the denominator.
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Convertible notes outstanding | ||||||||
| Convertible preferred stock outstanding | ||||||||
| Shares underlying warrants outstanding | ||||||||
F-11
Fair Value of Financial Instruments
The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.
Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:
| Level 1 | Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| Level 2 | Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. |
| Level 3 | Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. |
At December 31, 2024, and December 31, 2023, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.
At December 31, 2024, and December 31, 2023, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.
The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of December 31, 2024, and December 31, 2023:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| December 31, 2023 | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Stock Based Compensation
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.
F-12
New Accounting Pronouncements
Recently adopted accounting pronouncements require public companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption date, method of adoption, and expected effects. These disclosures help investors understand how changes in accounting principles will affect a company's financial performance and position.
Recently Adopted
Accounting Pronouncements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in
this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable
segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and
had no impact on the Company’s financial position, results of operations, cash flows or net income per share. As of 2024 and 2023
the Company had
Going Concern
The financial statements have been prepared assuming
the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of
$
The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – REVENUE RECOGNITION
In accordance with FASB ASC 606, Revenue from Contracts with Customers, we determine revenue recognition through the following steps:
| (1) | Identify the contract with a customer |
| (2) | Identify the performance obligations in the contract |
| (3) | Determine the transaction price |
| (4) | Allocate the transaction price to each performance obligation in the contract |
| (5) | Recognize revenue when each performance obligation is satisfied |
F-13
The Company’s main source of revenue is comprised of the following:
| ● | Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receive all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized. |
| ● | Products-Physicians can order products through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. Products are paid for upfront and shipped from GSCG directly to physicians or picked up physicians at seminars or training events. Transfer of control is when the product is shipped or picked up at seminars or training events, which is when revenue is recognized. |
| ● | Equipment- Physicians can order equipment through GSCG, which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians or shipped from GSCG to physicians. Transfer of control is when the equipment is shipped, which is when revenue is recognized. |
| ● | Patient Procedures - Patient procedures are the treatments
GSCG is offering at its Cancun clinic. Once the patient agrees with the treatment plan and estimate, the procedure is scheduled
with a deposit. The procedure can be cancelled up to 21 days from scheduled treatment date with a |
The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are performed. Revenue is measured based on the consideration the Company receives in exchange for those products
The following table presents the Company’s revenue by product category for the years ended December 31, 2024, and 2023:
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Training | $ | $ | ||||||
| Product supplies | ||||||||
| Equipment | ||||||||
| Patient procedures | ||||||||
| Total revenue | $ | $ | ||||||
Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company:
| For the Year Ended | ||||||||||||
| December 31, 2024 | ||||||||||||
| Global Stem | Meso | |||||||||||
| Cells Group | Numismatics | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross Profit % | % | % | % | |||||||||
| Assets | $ | $ | $ | |||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
F-14
NOTE 4 – NOTES PAYABLE
Convertible Notes Payable
On November 25, 2019, the Company, pursuant to
the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated
at a price per share equal to $
The balance of the convertible notes as of December 31, 2024, and December 31, 2023, is as follows:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Convertible notes payable | $ | $ | ||||||
| Less: Discount | ||||||||
| Convertible notes payable, net | $ | $ | ||||||
During the periods ending December 31, 2024, and
December 31, 2023, the Company incurred $
Promissory Notes Payable
During 2015, the Company entered into line of
credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (
On November 25, 2019, the Company, pursuant to
the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated
at a price per share equal to $
F-15
On December 3, 2019, Melvin Pereira, the prior
CEO, converted
At December 7, 2020, the Company exchanged $
The new notes have a maturity date of November
20, 2028, an aggregate principal amount of $
On December 9, 2020, the Company entered into
a Promissory Debentures with a lender in the amount of $
On January 6, 2021, the Company entered into a
Promissory Debentures with a lender in the amount of $
On June 22, 2021, the Company entered into a Promissory
Debentures with a lender in the amount of $
F-16
On August 18, 2021, through a Stock Purchase Agreement
in which
On August 18, 2021, through a Stock Purchase Agreement
in which
On September 20, 2021, the Company entered into
a Promissory Debentures with a lender in the amount of $
On December 30, 2021, the parties wished to modify
the terms of the Promissory Debentures dated July 13, 2020, in the amount of $
On December 30, 2021, the parties wished to modify
the terms of the Promissory Debentures dated July 15, 2020, in the amount of $
On November 20, 2023, both the Company and two
separate lenders hereby agree to terminate the 2020 Secured Note in the amount of $
F-17
The balance of the promissory as of December 31, 2024, and December 31, 2023, is as follows:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Promissory notes payable | $ | $ | ||||||
| Less: Discount | ||||||||
| Less: Deferred finance costs | ||||||||
| Promissory notes payable, net | $ | $ | ||||||
During the periods ending December 31, 2024, and
December 31, 2023, the Company made $
Derivatives Liabilities
The Company determined that the convertible notes outstanding as of December 31, 2024, contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40.
The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions:
| December 31, | ||||
| 2024 | ||||
| Common stock issuable | ||||
| Market value of common stock on measurement date | $ | |||
| Adjusted exercise price | $ | |||
| Risk free interest rate | % | |||
| Instrument lives in years | ||||
| Expected volatility | % | |||
| Expected dividend yields | ||||
On December 7, 2020, the Company exchanged $
The balance of the fair value of the derivative liability as of December 31, 2024, and December 31, 2023, is as follows:
| Balance at December 31, 2022 | $ | |||
| Additions | ||||
| Fair value loss | ( | ) | ||
| Conversions | ( | |||
| Balance at December 31, 2023 | ||||
| Additions | ||||
| Fair value gain | ||||
| Conversions | ||||
| Balance at December 31, 2024 | $ |
F-18
NOTE 5 – STOCKHOLDERS’ EQUITY
Our authorized capital
stock consists of
Common Shares
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. The holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
2024 Transactions
On February 29, 2024, the Company issued
2023 Transactions
On December 8, 2023, the Company issued
As of December 31, 2024, and December 31, 2023,
the Company has
Warrants
During the year ended December 31, 2020, the Company
issued warrants to purchase
On January 6, 2021, the Company issued warrants
to purchase
On June 22, 2021, the Company issued warrants
to purchase
On September 20, 2021, the Company issued warrants
to purchase
F-19
The following table summarizes the Company’s warrant transactions during the year ended December 31, 2024, and year ended December 2023:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Outstanding at year ended December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ( | ) | - | |||||
| Outstanding at year ended December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ( | ) | - | |||||
| Outstanding at year ended December 31, 2024 | $ | |||||||
Preferred Stock
Our board of directors may authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:
| 1. | The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title; |
| 2. | The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series; |
| 3. | Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
| 4. | Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; |
| 5. | Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
| 6. | Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
| 7. | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and |
| 8. | Any other relative rights, preferences and limitations of that series. |
F-20
Series AA Preferred Stock
The holders of the Series
AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (
The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.
The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock.
As of December 31, 2024, and December 31, 2023,
the Company has
Series BB Preferred Stock
Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation.
The holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The Series BB Preferred
Stock has a liquidation value of $
Effective on February 1, 2024, due to the fact that no shares of Series BB Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series BB Preferred Stock effective as of the same date.
As of December 31, 2024, and December 31, 2023, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding.
Series CC Preferred Stock
Each holder of outstanding
shares of Series CC Convertible Preferred Stock shall be entitled to convert, prior to the Automatic Conversion Date, part or all of its
shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share
determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by
The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The holders of the Series CC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.
F-21
Effective on February 1, 2024, due to the fact that no shares of Series CC Preferred Stock were outstanding, the Board of Directors approved, and the Company filed Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series CC Preferred Stock effective as of the same date.
As of December 31, 2024, and December 31, 2023, the Company had no preferred shares of Series CC Preferred Stock issued and outstanding.
Series DD Preferred Stock
Each holder of outstanding
shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number
of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common
stock of the Company on the date of conversion by
The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.
As of December 31, 2024, and December 31, 2023,
the Company had
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
NOTE 6 – RELATED PARTY TRANSACTIONS
In consideration of mutual covenants set forth
in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial
Officer and Secretary, shall be compensated monthly based on an annual rate of $
On August 18, 2021, through a Stock Purchase Agreement
in which
Benito Novas’ brother, sister and nephew
provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $
F-22
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Pursuant to an Agreement between Global Stem Cell
Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually
the “Company” and collectively the “Companies”) dispose of any assets to any party or third party or parties (an
“Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the
perpetual right of a percentage of Global revenues from the investor. The consideration for the right shall be equal to the fair value
of the assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall
not exceed
During the period ending December 31, 2021, Global
Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022, and ending on January 15, 2024.
The property is located in the Tulum Trade Center, consisting of
Due to the expansion of the Cancun Clinic, an
additional
On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same.
During the year ended December 31, 2024, and the
year ended December 31, 2023, the Company paid $
NOTE 8 – PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| December 31, 2024 | December 31, 2023 | |||||||
| Computer and office equipment ( | $ | $ | ||||||
| Leasehold improvements ( | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense for the years ended December
31, 2024, and December 31, 2023, was $
We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets are less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the year ended December 31, 2024, and the year ended December 31, 2023.
F-23
NOTE 9 – INTELLECTUAL PROPERTY
A third-party independent valuation specialist was asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair value. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021.
The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as:
| December 31, 2024 | December 31, 2023 | |||||||
| Tradename - Trademarks | $ | $ | ||||||
| Intellectual Property / Licenses | ||||||||
| Customer Base | ||||||||
| Intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
Amortization is computed on straight-line method
based on estimated useful lives of
NOTE 10 – INCOME TAXES
Due to the Company’s net losses, there were
no provisions for income taxes for the years ended December 31, 2024, and 2023. The difference between the income tax expense of zero
shown in the statement of operations and pre-tax book net loss times the federal statutory rate of
The benefit for income taxes differed from the amount computed using
the US federal income tax rate of
| 2024 | 2023 | |||||||
| Income tax (benefit) | $ | ( | ) | $ | ( | ) | ||
| Non-deductible | ||||||||
| Change in valuation allowance | ||||||||
| Income tax (benefit) per financial statements | $ | $ | ||||||
Deferred income tax assets as of December 31, 2024, and 2023 were as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Deferred Tax Assets: | ||||||||
| Net operating losses | $ | $ | ||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | $ | ||||||
The Company has recorded a full allowance against its deferred tax assets as of December 31, 2024, and 2023 because management determined that it is not more-likely-than not that those assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
For federal income tax purposes, the Company has
a net operating loss carry forward of approximately $
F-24
NOTE 11 – OPERATING LEASES
During the period ending December 31, 2021, Global
Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV. The property is located in the Tulum Trade Center, consisting
of
In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).
Due to the expansion of the Cancun Clinic, an
additional
On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same.
The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total undiscounted cash payments | ||||
| Less interest | ( | ) | ||
| Present value of payments | $ |
NOTE 12 – GOODWILL
On August 18, 2021, through a Stock Purchase Agreement,
we acquired
The preliminary purchase price for the merger
was determined to be $
Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, and the planned growth in new markets.
The following table summarizes the Company's carrying amount of goodwill during the years ended December 31, 2024, and December 31, 2023:
| Goodwill | ||||
| Balance at December 31, 2022 | $ | |||
| Acquisition | ||||
| Impairment | ( |
|||
| Balance at December 31, 2023 | $ | |||
| Acquisition | ||||
| Impairment | ||||
| Balance at December 31, 2024 | $ | |||
During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2024.
The Company has recognized impairment of $
F-25
NOTE 13 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to December 31, 2024, through the date these financial statements were issued and have determined that we do not, aside from the following, have any other material subsequent events to disclose or recognize in these financial statements.
On April 9, 2025, the Company entered into a Secured
Loan Agreement (the “Agreement”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant
to which the Company agreed to issue to the Investor a $
The Agreement further contemplates the issuance
of one share of the Company’s newly created Series CC Preferred Stock to the Investor and a -year warrant (the “Warrant”)
to purchase up to
From January 1, 2024, to the date of the Agreement,
the Investor had already funded $
Further under the Agreement, the Company agreed
that within
The foregoing description of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to full text of the Agreement, the Note and the Warrant, the forms of which are filed as Exhibits 10.15, 4.6 and 4.7, respectively, to this Annual Report on Form 10-K.
As a result of the Agreement, the company filed
with the Nevada Secretary of State on April 10, 2025, the certificate of designation preferences of its series of preferred stock to create
a newly series of preferred stock designated as “Series CC Convertible Preferred Stock”, and the number of shares constituting
such series shall be
F-26
Exhibit 3.10
AMENDED CERTIFICATE OF DESIGNATIONS PREFERENCES AND RIGHTS OF SERIES CC
CONVERTIBLE PREFERRED STOCK OF REGENERATIVE MEDICAL TECHNOLOGY GROUP INC.
A NEVADA CORPORATION
| I. | DESIGNATION AND AMOUNT |
There shall be a series of preferred stock designated as “Series CC Convertible Preferred Stock”, and the number of shares constituting such series shall be 1,000 par value $0.001. Such series is referred to herein as the “Series CC Convertible Preferred Stock”.
| II. | DIVIDENDS |
The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends.
| III. | CONVERSION |
(a) The holder may, from time to time and at any time convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000 (Conversion Price”).
(b) Mechanics of Conversion. To convert the Series CC Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series CC Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.
(c) Conversion Disputes. In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.
(d) Timing of Conversion. No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series CC Convertible Preferred Stock being converted and (y) a certificate representing the number of Series CC Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Article III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.
(e) Revocation of notice of conversion. In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series CC Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.
(f) Stamp, Documentary and Other Similar Taxes. The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series CC Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series CC Convertible Preferred Stock.
(g) No Fractional Shares. No fractional shares of common stock are to be issued upon the conversion of Series CC Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.
2
(h) Electronic Transmission. In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Article III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.
| IV. | RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK |
Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series CC Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series CC Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred percent (100%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of additional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series CC Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).
| V. | FAILURE TO CONVERT |
If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series CC Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series CC Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series CC Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series CC Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.
3
| VI. | RANK |
All shares of the Series CC Convertible Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article VIII hereof) specifically ranking, by its terms, on parity with the Series CC Convertible Preferred Stock (the “pari passu Securities”); and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article VIII hereof) specifically ranking, by its terms, senior to the Series CC Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.
VII. VOTING RIGHTS. Subject to Article VIII below, no holder of the Series CC Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.
VIII. PROTECTION PROVISIONS So long as any Series CC Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the Series CC Convertible Preferred Stock holders: (A) alter or change the rights, preferences or privileges of the Series CC Convertible Preferred Stock, or alter or change the rights, preferences or privileges of any other capital stock of the Company so as to affect adversely the Series CC Convertible Preferred Stock, (B) Issue any additional shares of Series CC Convertible Preferred Stock (C) Increase the authorized number of shares of Series CC Convertible Preferred Stock (D) sell all or substantially all of the Company’s assets outside the ordinary course of business, (E) declare bankruptcy or file for a reorganization or recapitalization of the Company or similar filing, (F) incur any debt outside of ordinary course of business, (G) create any new classes of shares or changes to the preferences of existing classes of shares, (H) change the Company’s business activities.
| X. | MISCELLANEOUS |
A. Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series CC Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series CC Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series CC Convertible Preferred Stock. Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series CC Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series CC Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Article X(B) and, at the request of a holder, make public disclosure thereof.
4
Exhibit 4.5
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, and 11,000,000 shares of preferred stock, with a par value of $0.001 per share. As of March 31, 2025, there were 12,538,968 shares of our common stock issued and outstanding, and 1,059,871 shares of our preferred stock issued and outstanding. Our shares of common stock are held by 143 stockholders of record and the preferred stock is held by 3 stockholders of record.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. The holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Preferred Stock
Our board of directors may authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:
| 1. | The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title; |
| 2. | The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series; |
| 3. | Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
| 4. | Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; |
| 5. | Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
| 6. | Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
| 7. | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and |
| 8. | Any other relative rights, preferences and limitations of that series. |
Series AA Preferred Stock
The holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration.
The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.
The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock.
As of March 31, 2025, the Company had 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding.
Series BB Preferred Stock
Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation.
The holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The Series BB Preferred Stock has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB Preferred Stock shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.
Effective on February 1, 2024, due to the fact that no shares of Series BB Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series BB Preferred Stock effective as of the same date.
As of March 31, 2025, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding.
Series CC Preferred Stock
On March [*], 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series CC Preferred Stock, consisting of up to one thousand (1,000) shares. The Certificate of Designation for the Series CC Preferred Stock contains the following features:
1) No voting rights;
2) No dividend rights;
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3) The holders of Series C Preferred Stock may, from time to time and at any time convert part or all of the shares of Series CC Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000.
4) All shares of the Series CC Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained) specifically ranking, by its terms, on parity with the Series CC Preferred Stock; and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders) specifically ranking, by its terms, senior to the Series CC Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; and
5) So long as any Series CC Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the Series CC Preferred Stock holders: (A) alter or change the rights, preferences or privileges of the Series CC Preferred Stock, or alter or change the rights, preferences or privileges of any other capital stock of the Company so as to affect adversely the Series CC Preferred Stock, (B) Issue any additional shares of Series CC Preferred Stock (C) Increase the authorized number of shares of Series CC Preferred Stock (D) sell all or substantially all of the Company’s assets outside the ordinary course of business, (E) declare bankruptcy or file for a reorganization or recapitalization of the Company or similar filing, (F) incur any debt outside of ordinary course of business, (G) create any new classes of shares or changes to the preferences of existing classes of shares, (H) change the Company’s business activities.
As of March 31, 2025, the Company had 1 share of Series CC Preferred Stock issued and outstanding, with a warrant to purchase another 999 shares of Series CC Preferred Stock at $1.00 per share.
Series DD Preferred Stock
Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price.
The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.
As of March 31, 2025, the Company had 9,870 preferred shares of Series DD Convertible Preferred Stock issued and outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at exercise prices of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020, as a discount. The warrants expired on December 9, 2023.
On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at exercise prices of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount. The warrants expired on January 6, 2024.
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On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at an exercise price of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount. The warrants were amended to change exercise date to June 22, 2023, and expire five years from exercise date.
On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at an exercise price of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount. The warrants expired on September 19, 2024.
The following table summarizes the Company’s warrant transactions during the year ended December 31, 2024, and year ended December 2023:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Outstanding at year ended December 31, 2022 | 103,500,000 | $ | 0.082 | |||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Expired | (16,000,000 | ) | -0.03 | |||||
| Outstanding at year ended December 31, 2023 | 87,500,000 | $ | 0.091 | |||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Expired | (17,500,000 | ) | -0.055 | |||||
| Outstanding at year ended December 31, 2024 | 70,000,000 | $ | 0.100 | |||||
Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a “blank check” preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.
In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director’s authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.
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Nevada Anti-Takeover Laws
Business Combinations
The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS, generally prohibit a publicly traded Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of four years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the Board of Directors before such person became an interested stockholder or the combination is approved by the Board of Directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% (for a combination within two years after becoming an interested stockholder) or a majority (for combinations between two and four years thereafter) of the outstanding voting power held by disinterested stockholders. Alternatively, a corporation may engage in a combination with an interested stockholder more than two years after becoming an interested stockholder if:
| ● | the consideration to be paid to the holders of the corporation’s stock, other than 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, plus interest compounded annually, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, plus interest compounded annually, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher; and |
| ● | the interested stockholder has not become the owner of any additional voting shares since the date of becoming an interested stockholder except by certain permitted transactions. |
A “combination” is generally defined to include (i) mergers or consolidations with the “interested stockholder” or an affiliate or associate of the interested stockholder, (ii) any sale, lease exchange, mortgage, pledge, transfer or other disposition of assets of the corporation, in one transaction or a series of transactions, to or with the interested stockholder or an affiliate or associate of the interested stockholder: (a) having an aggregate market value equal to more than 5% of the aggregate market value of the assets of the corporation, (b) having an aggregate market value equal to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, or (c) representing more than 10% of the earning power or net income (determined on a consolidated basis) of the corporation, (iii) any issuance or transfer of securities to the interested stockholder or an affiliate or associate of the interested stockholder, in one transaction or a series of transactions, having an aggregate market value equal to 5% or more of the aggregate market value of all of the outstanding voting shares of the corporation (other than under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution made pro rata to all stockholders of the corporation), (iv) adoption of a plan or proposal for liquidation or dissolution of the corporation with the interested stockholder or an affiliate or associate of the interested stockholder and (v) certain other transactions having the effect of increasing the proportionate share of voting securities beneficially owned by the interested stockholder or an affiliate or associate of the interested stockholder.
In general, an “interested stockholder” means any person who (i) beneficially owns, directly or indirectly, 10% or more of the voting power of the outstanding voting shares of a corporation, or (ii) is an affiliate or associate of the corporation that beneficially owned, within two years prior to the date in question, 10% or more of the voting power of the then-outstanding shares of the corporation.
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 doing business, directly or through an affiliate, in Nevada, and having least 200 stockholders of record, including at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding the date at issue. If we are or become subject to this statute, the control share statute will prohibit an acquirer, under certain circumstances, from voting its “control shares” of our stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of our disinterested stockholders or unless we amend our articles of incorporation or bylaws within ten days of the acquisition to provide that the “control share” statute does not apply to us or to the types of existing or future stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third or more but less than a majority, and a majority or more, of the outstanding voting power of a corporation. Generally, once an acquirer crosses one of the foregoing thresholds, those shares acquired in an acquisition or offer to acquire in an acquisition and acquired within 90 days immediately preceding the date that the acquirer crosses one of the thresholds, become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. In addition, the corporation, if provided in its articles of incorporation or bylaws, may cause the redemption of all of the control shares at the average price paid for such shares if the stockholders do not accord the control shares full voting rights. 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 did 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.
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Penny Stock Considerations
Our shares will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.
In addition, under the penny stock regulations, the broker-dealer is required to:
| ● | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; | |
| ● | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; | |
| ● | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and | |
| ● | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
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Exhibit 4.6
SECURED PROMISSORY NOTE
| Amount: $1,375,000 USD | Issue Date: April 9, 2025 |
Regenerative Medical Technology Group Inc., a Nevada corporation (herein called the “Maker”), for value received, hereby promises to pay to Growth Capital Ventures LLC, a Nevada corporation (“Holder”), on the Maturity Date (hereinafter defined), or earlier as hereinafter provided the principal sum of One Million Three Hundred and Seventy Five Thousand Dollars USD ($1,375,000.00 USD) (the “Principal”), and to pay interest on such Principal, as set forth below.
WHEREAS, for value received by the Maker from the Holder in the amount of USD One Million Dollars ($1,100,000.00 USD), the Maker wishes to issue this Original Issue Discount Secured Promissory Note in the amount of One Million Two Hundred and Fifty Thousand Dollars USD ($1,375,000.00 USD).
| 1) | Definitions. |
| a) | The term “Maturity Date” shall mean December 31, 2026. |
| b) | The term “Event of Default” shall mean any event specified in Section 8(a) of this Note. |
| c) | The term “Note” shall mean this Promissory Note, issued pursuant to the Secured Loan Agreement entered into by and between the Maker and the Holder dated April 9, 2025. |
| 2) | Payment Terms. The Maker shall irrevocably and unconditionally pay to Holder, without set-off or deduction, the Principal as follows: |
| a) | One Million Two Hundred and Fifty Thousand Dollars USD ($1,375,000.00 USD) plus any and all accrued interest under this Note shall be paid by the Maker to the Holder on the Maturity Date. |
| b) | This Note shall accrue compounded interest of exactly fifteen percent (15%) per annum, which shall be added to the Principal and paid on the Maturity Date. In no event shall Holder be entitled to receive interest in excess of the legally permissible rate of interest. In the event that Holder receives payments under this Note that are deemed excessive interest under applicable law, such excess will be applied first to the costs referred to in Section 12 hereof and then to the Principal of this Note. If, in such instance, such costs and the Principal are paid in full, any remaining excess shall be refunded to the Maker. |
| 3) | Acceleration. Notwithstanding any provision of this Note to the contrary, upon the occurrence of an Event of Default (hereinafter defined) under this Note, the Principal and all then accrued interest thereon under this Note shall become immediately due and payable, without demand, notice or other action by Holder. All payments received by Holder after an Event of Default under this Note will be applied first to the costs referred to in Section 12 hereof, then to all accrued interest hereunder under this Note and next to the Principal of this Note. |
| 4) | Place and Manner of Payment. All payments of Principal and interest under this Note (and all other amounts payable hereunder) shall be made to Holder on the Maturity Date, or earlier as and to the extent provided in this Note, at the address of Holder hereinbefore set forth or, at Holder's request, to Holder at such other place as Holder may, from time to time, designate in writing (or by wire transfer pursuant to written instructions provided to Maker by Holder). If any payment hereunder becomes due on a Saturday, Sunday or legal holiday, such payment shall become due on the next business day. All payments of Principal and interest under this Note shall be deemed made only upon receipt by Holder. |
| 5) | Prepayment. The Maker shall have the right to prepay the unpaid Principal of this Note, and/or any accrued interest thereon under this Note, in whole or in part. |
| 6) | Security. This Note shall be senior secured by any and all assets of the Maker which shall be recorded on a duly filed Form blanket UCC 1 Lien in the State of Nevada, in the form substantially described in Exhibit A, attached hereto. |
| 7) | Fees. Each party shall be responsible for its own costs and professional fees. |
| 8) | Default. |
| a) | If one or more of the following events shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), each such event shall, for purposes of this Note, be deemed an “Event of Default”: |
| i) | default by the Maker in payment of the Principal of this Note or any accrued interest hereunder, as and when the same shall become due and payable, whether at Maturity or on a date fixed for payment, prepayment, or by acceleration or otherwise; or |
| ii) | default by the Maker in the performance or observance by it of any other covenant, agreement, term or condition contained in this Note; or |
| iii) | the Maker's making of an assignment for the benefit of its creditors or admitting in writing its inability to pay its debts generally as they become due; or |
| iv) | a trustee, liquidator or receiver being appointed for the Maker for a substantial part of its property or business without its consent; or |
| v) | any governmental agency or any court of competent jurisdiction at the instance of any governmental agency assuming custody or control of the whole or any substantial portion of the properties or assets of the Maker; or |
| vi) | one or more money judgments, writs or warrants of attachment, or similar process, in excess of five thousand dollars ($5,000) in the aggregate, is entered or filed against the Maker or any of its properties or other assets and remains unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days; or |
| vii) | the entry of a final order, judgment or decree adjudicating the Maker bankrupt or insolvent; or |
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| viii) | the Maker's petitioning or applying to any court of competent jurisdiction or other tribunal for the appointment of a trustee or receiver, or of any substantial part of its assets or properties, or the commencement by the Maker of any proceedings under any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, or similar law of any jurisdiction whether now or hereafter in effect; or the filing of any such petition or application, or the commencement of any such proceedings, against the Maker, if the Maker by any act indicates its approval thereof, consents or acquiesces therein, or the entry of any order, judgment or decree appointing any such trustee or receiver, or approves the petition in any such proceedings, if such order, judgment or decree remains unstayed or unbonded and in effect for more than thirty (30) days; or |
| ix) | the Maker has its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days or the Maker causes itself to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange) or if it ceases to file its 1934 act reports with the SEC; |
| x) | the Maker transfers all or substantially all of its assets to any person or third party in a single transaction or series of related transactions, or undergoes a change of control, or effects any consolidation or merger with or into another person or entity in which the Maker is not the surviving entity. |
| b) | Upon the occurrence of an Event of Default, the Holder of this Note may, by notice in writing to the Maker, declare the Principal of this Note then outstanding and all interest accrued thereon under this Note, to be immediately due and payable without presentment, demand or other notice of any kind, all of which are hereby waived, and upon any such notice the same shall become and shall be immediately due and payable, notwithstanding anything contained in this Note to the contrary. |
| 9) | Loan Reinstatement. If, at any time after payment in full of this Note, any payments previously made under this Note must be disgorged by the Holder for any reason whatsoever, this Note shall be reinstated as to all disgorged payments as if such payments had not been made, until payment in full of all obligations of the Maker under this Note are made. |
| 10) | Waiver of Presentment, Demand and Notice. The Maker hereby waives presentment for payment, demand, notice of demand, notice of non-payment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the terms of this Note (except as specifically provided elsewhere in this Note) and the Maker hereby agrees that its liability under this Note shall be without regard to the liability of any other party, including any guarantor of this Note, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Holder. The Maker hereby agrees that additional makers, endorsers, guarantors or sureties may become parties to this Note without notice to the Maker and without affecting the Maker's liability hereunder. |
| 11) | Right to Cure. Regardless of anything stated otherwise, Maker shall have ten (10) business days to cure any breach of this Note by remitting payment of all amounts due and owing hereunder to the Holder from the date of written notice of default. |
| 12) | Costs of Collection. In the event that Holder shall take any action to enforce its rights under this Note after an Event of Default, including the commencement of any legal action or proceeding to enforce the terms of this, the Holder shall be entitled to recover from the Maker, upon demand, all costs and expenses incurred by it in connection therewith (including, without limitation, all of Holder’s attorneys' fees and disbursements), together with interest on any judgment obtained against Maker, at the then prevailing legal rate of interest. |
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| 13) | Remedies Cumulative. The rights and remedies of Holder provided in this Note shall be cumulative and concurrent and exclusive of all rights and remedies provided by law or in equity and Holder may, at its election, pursue its rights and remedies against the Maker hereunder or thereunder, singly, successively, or together, at the sole discretion of Holder, and all of such rights and remedies may be exercised separately as often as occasion therefor shall occur. The failure of Holder to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. |
| 14) | Severability. If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be unaffected thereby. |
| 15) | No Waiver by Holder. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in any such writing. A waiver of one event shall not be construed as continuing or constitute a bar to or waiver of any right or remedy with respect to a subsequent event. |
| 16) | Modification; Governing Law. The provisions of this Note may not be modified or amended except by an instrument in writing signed by the party to be bound thereby. This Note and the respective rights and obligations of the Maker and Holder hereunder shall be governed by and construed in accordance with the laws of the state of Nevada without regard for the conflicts of law principles thereof. |
| 17) | Notice. Any notice or demand which by any provision of this Agreement is required or provided to be given shall be deemed to have been sufficiently given or served for all purposes by (i) being delivered in person to the party to whom the notice or demand is directed or (ii) by being sent as first class mail, postage prepaid, or (iii) being sent via nationally recognized overnight carrier, in any event to the address provided on the signature page, or if any other address shall at any time be designated by Maker in writing to the Holder at the time of such designation to such other address Notwithstanding the foregoing, no notice shall be effective as to Holder until actually received by Holder. Any written notice that is not sent in conformity with the provisions here-of shall nevertheless be effective on the date that such notice is actually received by the noticed party. |
| 18) | Binding Effect. This Note shall be binding upon the Maker and its successors and permitted assigns and shall inure to the benefit of Holder and its successors and assigns. The Maker shall not have the right to assign this Note, or any of its obligations hereunder, without the written consent of Holder, which consent shall be within Holder's sole and absolute discretion. This Note shall extend to and enure to the benefit of the Maker, its successors and assigns, and every reference herein to the Holder as a reference to and shall be construed as including the Holder, its successors and assigns, to and upon whom this promissory note shall extend and be binding. The Holder in its sole and absolute discretion may assign this note to any third party without the consent of the Maker. |
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IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be signed in its name by its duly authorized officer and to be dated the day and year above written.
REGENERATIVE MEDICAL TECHNOLOGY GROUP, INC.
| By: |
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EXHIBIT A
Sample UCC language
“All of the right, title and interest of RMTG in and to all furniture, furnishings, equipment, machinery, goods, general intangibles, intellectual property, software, money, insurance proceeds, accounts, receivables, contract rights, inventory, all refundable, returnable, or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of debtor with any governmental agencies, boards, corporations, providers or utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs, all as presently and hereinafter deposited with the secured party and all other personal property of any kind or character as defined in and subject to the provisions of the Nevada Uniform Commercial Code, which are now or hereafter shall be existing created or acquired, together with all accessions, replacements and substitutions thereto or therefor and the proceeds and revenues thereof.
In addition, the senior security shall be applicable against and include all copyrights, all patents and patent applications (including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations in-part thereof), all trade names, trademarks and service marks, logos, trademark and service mark registrations (including all renewals of trademark and service mark registrations, and all rights corresponding thereto throughout the world together, in each case, with the goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the collateral being secured), all inventions, processes, production methods, proprietary information, know-how and trade secrets, all licenses or user or other agreements granted to RMTG with respect to any of the foregoing, in each case whether now or hereafter owned or used (including the licenses or other agreements with respect to any of the foregoing).”
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Exhibit 4.7
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT TO PURCHASE STOCK
REGENERATIVE MEDICAL TECHNOLOGY GROUP Inc.
| Warrant Shares: 999 | Issue Date: April 9, 2025 |
THIS STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Growth Capital Ventures, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 31, 2035 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Regenerative Medical Technology Group Inc., a Nevada corporation (the “Company”), up to 999 (nine hundred and ninety nine) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Series CC Convertible Preferred Stock (“Preferred CC Stock”); provided, however, in the event of any adjustments pursuant to 2(b) below and the terms herein, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise Price immediately following such adjustment. The purchase price of one share of Preferred CC Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Secured Loan Agreement dated April 9, 2025 (“Agreement”).
Section 2. Exercise.
a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise Price. The exercise price per share of the Warrant Shares under this Warrant shall be $1.00 subject to adjustment hereunder (the “Exercise Price”); subject to certain adjustments of the Warrant Shares that may occur after the date of the Agreement, pursuant to the terms herein.
c) Cashless Exercise. If at any time after the execution of the Agreement, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder at a time when the Holder exercises all or any portion of this Warrant, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A) = | as applicable: (i) the VWAP of the Underlying Shares multiplied by the number of Underlying Shares issuable upon conversion of one Warrant Share (as defined herein below) on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP of the Underlying Shares (as defined herein below) on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the of the Underlying Shares (as defined below) on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP of the Underlying Shares (as defined herein below) on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
| (B) = | the Exercise Price of this Warrant, as adjusted hereunder; and |
| (X) = | the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |
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If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares (and to the extent allowable under applicable Securities law at such time, the underlying shares of common stock of the Company (“Common Stock”) issuable upon conversion of such Warrant Shares (“Underlying Shares”) shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued (and ensuing Underlying Shares, as applicable) may be tacked on to the holding period of the initial securities pursuant to the Agreement. The Company agrees not to take any position contrary to this Section 2(c).
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Underlying Shares are then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Company’s common stock is not quoted on a Trading Market, the, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on such other exchange or quotation system, as applicable, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Underlying Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Underlying Shares for such date (or the nearest preceding date) on the Trading Market on which the Underlying Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Underlying Shares are quoted for trading on such other exchange or quotation system, as applicable, the volume weighted average price of the Underlying Shares for such date (or the nearest preceding date) on such other exchange or quotation system, as applicable, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).
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d) Mechanics of Exercise.
i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to, if either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and if the Company is still then a participant in The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) , be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account in such DWAC system and, if not, to issue or cause to be issued by physical delivery a certificate, registered in the Company’s share register in the name of the Holder or its designee or assignee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. For clarity purposes, as of the date of the Notice of Exercise, the Holder shall be entitled to convert any portion of the Warrant Shares and in such a case, the Company undertakes and shall cause its transfer agent to issue such number of Underlying Shares issuable upon any such conversion by the Holder. In the event the Holder does not immediately convert the Warrant Shares as of the date of the Notice of Exercise and if the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Underlying Shares on the date of the applicable Notice of Exercise), $100 per Trading Day (increasing to $200 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Underlying Shares as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
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iii. Rescission Rights. If the Company either fails to issue a share certificate to the Holder or fails to cause the Transfer Agent to transmit to the Holder, the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, should the Warrant Shares and Underlying Shares be eligible for resale pursuant to applicable securities at the time, and if the Company fails to itself issue or fails to cause the Transfer Agent to transmit, to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of what would have been the Underlying Shares pursuant to a conversion of such Warrant Shares, which shares of Common Stock the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Underlying Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
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vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
e) Holder’s Exercise Limitations. In exercising any portion of this Warrant, the Holder undertakes not to effect any conversion of the Warrant Shares into Underlying Shares if such conversion, along with all other shares of the Company’s Common Stock beneficially owned by the Holder and its affiliates at such time, would exceed the Beneficial Ownership Limitation (as defined herein below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of Underlying Shares issuable upon exercise of this Warrant and conversion of the Warrant Shares, with respect to which such determination is being made, but shall exclude the number of Underlying Shares which would be issuable upon (i) any exercise of the remaining, nonexercised portion of this Warrant and conversion of such remaining Warrant Shares, beneficially owned by the Holder or any of its Affiliates and (ii) any exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Underlying Shares upon conversion of Warrant Shares pursuant to the exercise of this Warrant. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in strict conformity with the terms of this Section 2(e) and such limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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Section 3. Certain Adjustments.
a) Stock Dividends and Splits. If the Company, at any time while any part of this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Preferred CC Stock or any other equity or equity equivalent securities payable in shares of Preferred CC Stock (which, for avoidance of doubt, shall not include any shares of Preferred CC Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Preferred CC Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Preferred CC Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Preferred CC Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Preferred CC Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Preferred CC Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Preferred CC Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any shares of Preferred CC Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Preferred CC Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Preferred CC Stock are to be determined for the grant, issue or sale of such Purchase Rights.
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c) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Preferred CC Stock and/or Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Preferred CC Stock or any compulsory share exchange pursuant to which the Preferred CC Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Preferred CC Stock converible into the same number of Underlying Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction, (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of Preferred CC Stock of such Successor Entity (or its parent entity) equivalent to the number shares of Common Stock acquirable and receivable upon the conversion of the Warrant Shares pursuant to the exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of preferred and /or other equivalent capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
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d) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
e) Notice to Holder.
i. Adjustment. Upon the occurrence of any adjustment pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
f) Voluntary Adjustment by Company. The Company may not at any time during the term of this Warrant, subject to applicable laws, and regulations, adjustment the face amount of the Warrant Shares and/or Exercise Price to any amount and for any period of time without the prior written consent of the Holder.
Section 4. Transfer of Warrant.
a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
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c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
d) Transfer Restrictions. The Holder hereby covenants with the Company not to make any sale or other transfer of the Warrant Shares and/or Underlying Shares except in accordance with applicable Securities Act.
e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
Section 5. Miscellaneous.
a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.
b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken, or such right may be exercised on the next succeeding Business Day.
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d) Authorized Shares.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Preferred CC Stock and its Common Stock a sufficient number of shares to provide for the conversion of the Warrant Shares issuable upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant and any Underlying Shares to be issued upon conversion. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares and Underlying Shares upon any conversion may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Company’s Common Stock may be listed. The Company covenants that all Warrant Shares (and Underlying Shares upon conversion) which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and Underlying Shares upon any conversion of any Warrant Shares and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Agreement.
f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
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h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.
i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
l) Amendment. This Warrant may be modified or amended, or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
REGENERATIVE MEDICAL TECHNOLOGY GROUP Inc.
| By: |
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NOTICE OF EXERCISE
To: REGENERATIVE MEDICAL TECHNOLOGY GROUP Inc.
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full together with all applicable transfer taxes, if any or hereby declares its exercise of a cashless exercise pursuant to the terms of Section 2c) of the Warrant,
(2) Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following:
_______________________________
_______________________________
_______________________________
[SIGNATURE OF HOLDER]
Name of Investing Entity:
________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:
_________________________________________________
Name of Authorized Signatory:
___________________________________________________________________
Title of Authorized Signatory:
____________________________________________________________________
Date:
___________________________________
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE DULY RECEIVED AND HEREBY ACKNOWLEDGED the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Name: |
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| (Please Print) | ||
| Address: | ||
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(Please Print) | |
| Phone Number: | ||
| Email Address: | ||
| Dated: _______________ __, ______ | ||
| Holder’s Signature: _____________________________ | ||
| Holder’s Address: _______________________________ |
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Exhibit 10.15
SECURED LOAN AGREEMENT
This Secured Loan Agreement (the “Agreement”) is made effective as of April 9, 2025 (“Agreement Execution Date”), by and between Regenerative Medical Technology Group Inc. (the “Borrower”), and Growth Capital Ventures, LLC a Nevada corporation (“Lender”). (The Borrower and Lender sometimes may be referred to as the “Parties”).
WHEREAS, the Lender has funded US$574,619 (“Funded Amount”) between January 1, 2024 to date
AND WHEREAS Borrower desires that Lender have the option to fund an additional US$525,381 (“New Funding Amount”) to the Borrower and Lender is willing to have such option to fund such amounts to the Borrower, on the terms set forth herein below.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the Parties hereto agree as follows:
1. Loan Amount. The Parties hereby agree that Lender shall have the option to fund Borrower, at its sole discretion up to a total equal to the New Funding Amount, (“Loan”) for an aggregate total amount, which includes the Funded Amount, of up to US $1,100,000.00 (“Maximum Total Principal Loan Amount”), which Maximum Total Principal Amount, if funded, shall be wired in tranches to the Borrower pursuant to the terms below, and to wire instructions as shall be provided for by the Borrower to the Lender. The
2. Promissory Note. The Maximum Total Principal Loan Amount shall be evidenced by an original issue discount non-convertible secured promissory note attached hereto as Exhibit A (the “Note”) in the amount of up to $1,375,000.00 (“Maximum Total Note Amount”), with a maturity date of December 31, 2026 (“Maturity Date”) pursuant to the terms herein below. Every term contained in the Note shall be deemed incorporated into this Agreement. To the extent any provision of the Note shall be deemed to be inconsistent with the provisions of this Agreement, however, the provisions of this Agreement shall prevail.
3. Interest. The Loan shall be evidenced by the issued Note, which shall bear interest at an annual compounded rate of 15% (“Interest’). The Interest, along with the total amount issued and owed and up to the Maximum Total Note Amount, as applicable, shall become due and payable on the Maturity Date (as defined below).
| 4. | Terms of the Loan Disbursement. |
| (a) | Any one or more Loan Tranches up to the Maximum Total Loan Amount, may be disbursed at any time from the execution of this Agreement and, in any event, no later than December 31, 2026 (“Loan Deadline”). |
| (b) | The Borrower shall use the proceeds of the New Funded Amount along with $500,000 of existing funds held by the Borrower to build a manufacturing facility in Cancun Mexico (“Facility”) to manufacture regenerative medical biologics in accordance with all local laws and regulations. The Facility is expected to be operational within 10 months from the time the Borrower receives the New Funded Amount. The Borrower agrees to pay to the Lender all of the profits generated from the Facility operations until the New Funded Amount is repaid to the Lender. |
| 5. | Issuance of One Share of and 999 purchase warrants of Series CC Convertible Preferred Stock. |
| (a) | Concomitantly with the execution of this Agreement and in consideration for the Agreement, the Borrower shall issue to the Lender, a certificate representing one share (“Share”) of its Series CC Convertible Preferred Stock (“Preferred Shares”). Such Share shall be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the Lender. |
| (b) | Concomitantly with the execution of this Agreement and in consideration for the Agreement, the Borrower shall issue to the Lender a warrant a purchase warrant to purchase 999 shares of the Borrower’s Series CC Convertible Preferred Stock at an exercise price of $1.00 per share, in the form attached hereto as Exhibit B (the “Warrant”). The Warrant shall have a termination date of December 31, 2035 and shall have a cashless exercise |
| (c) | The Lender acknowledges that the Preferred Shares are not and will not be registered or listed (and authorized) for trading on any Exchange or any of the OTC Markets (or any other marketplace or exchange) and that the certificate representing the Share shall bear the appropriate restrictive legend. |
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| (d) | The Lender hereby warrants the following: |
| i. | The Lender shall hold the Share for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; |
| ii. | The Lender has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of this Agreement; |
| iii. | The Lender acknowledges that Borrower is a corporation with a limited operating history; and |
| (e) | Within 10 business days of the signing of this Agreement, the Borrower shall file an amended certificate of designation of the series CC convertible preferred stock attached hereto as Exhibit C. So long as the Lender is the holder of at least one share of the Preferred Shares or the holder of a purchase warrant to purchase at least one share of the Preferred Shares, the Borrower shall not modify any of the preferences of the Preferred Shares and/or issue any additional Preferred Shares without the prior written consent of the Lender. |
| 6. | Terms of the Repayment of the Loan. |
| (a) | Subject to the default provisions in the Note, the entirety of the Loan shall be repaid by Maturity Date. |
| (b) | If any payment owing on the Note, Interest and Penalty, as applicable (and as defined below), becomes due on a day that is not a Business Day, such payment shall be made no later than the next succeeding Business Day (a “Business Day” shall be considered to be Monday through Friday excluding weekends and public holidays) and such extension shall be included in computing interest in connection with such payment. |
| (c) | The Borrower shall not be entitled to prepay the Loan. |
| (d) | All payments by Borrower on account of the Note, Interest or Penalty (“Payment”) hereunder shall be made in lawful money of the United States of America, in immediately available funds. |
7. Penalty. If the event Borrower defaults on the repayment of the Loan and/or Interest on the Maturity Date, the Loan shall be immediately declared in default and the Interest shall be increased to a rate of 17.5% (“Penalty”).
8. Security. The Loan shall be secured by a blanket UCC-1 Lien to be filed against all of the Borrower’s assets, in substantially the form set forth herein in Exhibit D.
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| 9. | Representation of The Borrower. |
| (a) | The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and/or conducted. |
| (b) | The Borrower has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Borrower and to perform its obligations hereunder. |
| 10. | Representation of Lender. |
| (a) | The Lender represents that it has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by the Borrower and to perform its obligations hereunder. |
| (b) | This Agreement and the Loan involve a high degree of risk and Lender acknowledges that Lender can bear the complete economic risk, including the total loss of the total aggregate amount of the Loan Tranches disbursed up to the Maximum Total Principal Amount. |
| (c) | Lender has the sophistication, knowledge and business acumen necessary to adequately evaluate funding any amount or all of the Maximum Total Principal Amount to the Borrower and understands completely the terms, conditions, and risks associated with same. |
| 11. | Termination. |
| (a) | This Agreement shall terminate (“Termination”): |
| i. | upon full repayment to the Lender of the Note, Interest and Penalty if and as applicable; |
| ii. | upon mutual written agreement by the Parties; or |
| (b) | Notwithstanding the above, Sections 5, 12 and 13 of this herein Agreement shall survive any such Termination. |
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12. Assignments, Successors and No-Third Party Rights. This Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
| 13. | Miscellaneous. |
| (a) | All of the terms and provisions of this Agreement will be binding upon Borrower, and Lender and their respective successors. |
| (b) | This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the Parties, This Agreement may be amended only by a writing executed by each of the Parties on the subject matter hereof. |
| (c) | This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflict of law. |
| (d) | Any notice, request or other communication required or permitted hereunder shall be in writing and signed and shall be deemed to have been duly given when received if personally delivered, sent by facsimile, or by established overnight courier to the address to be communicated by each of the Parties. |
| (e) | If any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. |
| (f) | This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile signatures of the undersigned parties will have the same force and effect as original signatures. |
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
REGENERATIVE MEDICAL TECHNOLOGY GROUP, INC.
| By: |
GROWTH CAPITAL VENTURES, LLC
| By: |
Acknowledged by
Benito Novas
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EXHIBIT A
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EXHIBIT B
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EXHIBIT C
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EXHIBIT D
Sample UCC language
“All of the right, title and interest of RMTG in and to all furniture, furnishings, equipment, machinery, goods, general intangibles, intellectual property, software, money, insurance proceeds, accounts, receivables, contract rights, inventory, all refundable, returnable, or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of debtor with any governmental agencies, boards, corporations, providers or utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs, all as presently and hereinafter deposited with the secured party and all other personal property of any kind or character as defined in and subject to the provisions of the Nevada Uniform Commercial Code, which are now or hereafter shall be existing created or acquired, together with all accessions, replacements and substitutions thereto or therefor and all of the proceeds and revenues, thereof.
In addition, the senior security shall be applicable against and include all copyrights, all patents and patent applications (including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations in-part thereof), all trade names, trademarks and service marks, logos, trademark and service mark registrations (including all renewals of trademark and service mark registrations, and all rights corresponding thereto throughout the world together, in each case, with the goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the collateral being secured), all inventions, processes, production methods, proprietary information, know-how and trade secrets, all licenses or user or other agreements granted to RMTG with respect to any of the foregoing, in each case whether now or hereafter owned or used (including the licenses or other agreements with respect to any of the foregoing).”
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Exhibit 31.1
CERTIFICATIONS
I, David Christensen, certify that;
| 1. | I have reviewed this annual report on Form 10-K for the year ended December 31, 2024, of Regenerative Medical Technology Group, Inc. (the “registrant”); |
| 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 the 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 officer 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 the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 15, 2025
| /s/ David Christensen | ||
| By: | David Christensen | |
| Title: | Chief Executive Officer | |
Exhibit 31.2
CERTIFICATIONS
I, David Christensen, certify that;
| 1. | I have reviewed this annual report on Form 10-K for the year ended December 31, 2024, of Regenerative Medical Technology Group, Inc (the “registrant”); |
| 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 the 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 officer 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 the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 15, 2025
| /s/ David Christensen | ||
| By: | David Christensen | |
| Title: | Chief Financial Officer | |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
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 Regenerative Medical Technology Group, Inc (the “Company”) on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “Report”), I, David Christensen, Chief Executive Officer and 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) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. |
| By: | /s/ David Christensen | |
| Name: | David Christensen | |
| Title: | Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) | |
| Date: | April 15, 2025 |
This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.