RMTG 10-Q
Regenerative Medical Technology Group Inc. (RMTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year end, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 19, 2026, there were
Regenerative Medical Technology Group Inc.
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Regenerative Medical Technology Group Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 |
December 31, 2025 |
|||||||
| 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, current portion | ||||||||
| Convertible notes payable, net | ||||||||
| Notes payable-related parties | ||||||||
| Notes payable, net | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Lease liability, net of current portion | ||||||||
| Notes payable, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 7) | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $ | ||||||||
| Preferred stock, $ | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Page 1 of 40
Regenerative Medical Technology Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| 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 | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in derivative liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other 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 unaudited condensed consolidated financial statements.
Page 2 of 40
Regenerative Medical Technology Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six Months Ended June 30, 2026
(Unaudited)
| Series AA Preferred Stock |
Series CC Preferred Stock |
Series DD Preferred Stock |
Common Stock | Additional Paid In |
Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of note | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, 2026
(Unaudited)
| Series AA Preferred Stock |
Series CC Preferred Stock |
Series DD Preferred Stock |
Common Stock | Additional Paid In |
Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, April 1, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of note | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
Page 3 of 40
Regenerative Medical Technology Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six Months Ended June 30, 2025
(Unaudited)
| Series AA Preferred Stock |
Series CC Preferred Stock |
Series DD Preferred Stock |
Common Stock | Additional Paid In |
Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of preferred series CC stock with debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, 2025
(Unaudited)
| Series AA Preferred Stock |
Series CC Preferred Stock |
Series DD Preferred Stock |
Common Stock | Additional Paid In |
Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, April 1, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of preferred series CC stock with debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
Page 4 of 40
Regenerative Medical Technology Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Non-cash adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation and amortization expense | ||||||||
| Changes in the fair value of derivative liability | ( | ) | ||||||
| Preferred shares issued with debt | ||||||||
| 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 | ||||||||
| Proceeds from issuance of debt | ||||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITIES | ||||||||
| Discount issued on debt | $ | $ | ||||||
| Preferred series CC shares issued on debt | $ | $ | ||||||
| Common shares issued for conversion of note | $ | $ | ||||||
| Warrants discount issued on debt | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
Page 5 of 40
Regenerative Medical Technology Group Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization and History
Regenerative Medical Technology Group 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
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 July 2, 2018, the Board of Directors authorized and shareholders approved a
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
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
Page 6 of 40
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.
Regenerative Medical Technology Group (RMTG), through its subsidiary, Global Stem Cells Group (GSCG), has become one of the most comprehensively vertically integrated organizations in regenerative medicine worldwide. We combine physician education and global influence through the International Society for Stem Cell Applications (ISSCA), advanced biologics manufacturing and product innovation via Cellgenic, a premium clinical network delivering high-end patient care via Cellular Institute while generating real-world data, and a disciplined global expansion strategy. This closed-loop ecosystem enables us to drive demand, supply quality-controlled biologics and therapeutics, validate protocols and deliver world class patient procedures through clinical applications, and leverage digital technologies for scalable, recurring revenue and continuous innovation.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The condensed 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 2025 amounts have been reclassified to conform to the 2026 presentation, including the presentation of warrants as derivative liabilities and promissory notes as convertible debt.
Page 7 of 40
Cash and Cash Equivalents
The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At June 30, 2026, and December 31, 2025, all of the Company’s cash was deposited in major banking institutions. There were cash equivalents as of June 30, 2026, and December 31, 2025. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $
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. impairment was recognized for the periods ended June 30, 2026, and June 30, 2025, respectively.
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.
Page 8 of 40
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 11 for detail of goodwill).
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 related to debt and Binomial model to value the warrants issued with debt.
Revenue Recognition
In accordance with FASB ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies a performance obligation by transferring control of a promised good or service to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those goods or services.
The Company’s primary revenue streams are as follows:
Training
The Company offers stem cell and exosome certification training programs for physicians and healthcare professionals. The performance obligation is satisfied upon completion of the training seminar and delivery of the related certification and materials. Revenue is recognized at the point in time the seminar is completed and control of the training services has transferred to the customer.
Products
The Company sells regenerative medicine and related products directly to physicians and clinics. Products are generally sold at the point of sale, shipped directly to customers, or provided in connection with patient procedures and training events. Revenue is recognized at the point in time control transfers to the customer, which generally occurs upon shipment or customer pickup.
Equipment
The Company sells medical and regenerative medicine equipment to physicians and clinics. Equipment is shipped either directly from the manufacturer or by the Company to the customer. Revenue is recognized at the point in time control transfers to the customer, which generally occurs upon shipment or customer pickup.
Patient Procedures
The Company provides regenerative medicine procedures at its clinic locations. Customers may remit deposits in advance of scheduled procedures, which are recorded as deferred revenue until the related services are performed. Revenue is recognized at the point in time the medical procedures are completed and the related performance obligations have been satisfied.
Page 9 of 40
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.
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Convertible notes outstanding | ||||||||
| Convertible preferred CC stock outstanding | ||||||||
| Convertible preferred DD stock outstanding | ||||||||
| Shares underlying warrants outstanding | ||||||||
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. |
Page 10 of 40
At June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| 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.
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 2026 and 2025 the Company had
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 condensed consolidated financial statements.
Page 11 of 40
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
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 six months ended June 30, 2026, and 2025:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Training | $ | $ | ||||||
| Product supplies | ||||||||
| Equipment | ||||||||
| Patient procedures | ||||||||
| Total revenue | $ | $ | ||||||
Listed below are the revenue, cost of revenue, gross profit, assets and net profit (loss) by Company and its subsidiary, Global Stem Cells Group, for the six months ended June 30, 2026:
| For the Six Months Ended | ||||||||||||
| June 30, 2026 | ||||||||||||
| Global Stem Cells Group | Regenerative Medical Technology Group | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | $ | $ | $ | |||||||||
| Gross Profit % | % | % | % | |||||||||
| Assets | $ | $ | $ | |||||||||
| Net profit (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
Page 12 of 40
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 $
On October 24, 2025, the Company entered into an Exchange Agreement where the lender may exchange the principal and accrued interest on the promissory note dated January 6, 2021, and extended on August 14, 2025, into a number of common shares equal to the exchange amount divided by the previous 30 trading day’s lowest traded price of the shares. The Convertible Debentures in the amount of $
On October 24, 2025, the Company entered into an Exchange Agreement where the lender may exchange the principal and accrued interest on the promissory note dated September 20, 2021, and extended on August 14, 2025, into a number of common shares equal to the exchange amount divided by the previous 30 trading day’s lowest traded price of the shares. The Convertible Debentures in the amount of $
The balance of the convertible notes as of June 30, 2026, and December 31, 2025, is as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible notes payable | $ | $ | ||||||
| Less: Discount | ||||||||
| Convertible notes payable, net | $ | $ | ||||||
During the periods ending June 30, 2026, and June 30, 2025, the Company incurred debt discount amortization expense and made no payments on the outstanding convertible notes. As of June 30, 2026, and June 30, 2025, the Company had accrued interest of $
As of June 30, 2026, and December 31, 2025, the Company had approximately $
Page 13 of 40
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 $
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
On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $
Page 14 of 40
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 $
On August 18, 2021, through a Stock Purchase Agreement in which
On August 18, 2021, through a Stock Purchase Agreement in which
Page 15 of 40
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 $
On April 9, 2025, the Company entered into a Promissory Debentures with a lender in the amount of $
On August 14, 2025, the Company entered into Extension Agreements on four notes which involved the issuance of a new term note to a third-party investor, and the concurrent satisfaction of an existing term loan to the current third-party investor accounted for as an extinguishment under ASC 405-20 of the existing debt and issuance of new debt recorded at fair value.
Page 16 of 40
On January 23, 2026, 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 $
On June 16, 2026, the Company entered into a Promissory Debentures with a lender in the amount of $
The balance of the promissory notes as of June 30, 2026, and December 31, 2025, is as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Notes payable, net | $ | $ | ||||||
| Notes payable-related parties | ||||||||
| Notes payable, net of current portion | ||||||||
| Less: Discount | ( | ) | ( | ) | ||||
| Promissory notes payable, net | $ | $ | ||||||
During the periods ending June 30, 2026, and June 30, 2025, the Company made no payments, respectively, on the outstanding promissory notes, and recorded $
Derivatives Liabilities
The Company determined that the convertible notes outstanding as of June 30, 2026, 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 Monte Carlo model with the following assumptions:
| June 30 | ||||
| 2026 | ||||
| Common stock issuable | ||||
| Market value of common stock on measurement date | $ | |||
| Adjusted exercise price | $ | |||
| Risk free interest rate | % | |||
| Instrument lives in years | s | |||
| Expected volatility | % | |||
| Expected dividend yields | ||||
Page 17 of 40
On December 7, 2020, the Company exchanged $
On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend the Maturity Date of four non-convertible senior secured promissory notes to July 31, 2026, the Extended Date. In consideration for the Extension, the Company shall issue to the Investor warrants (“Warrants”) right to purchase up to
The Company determined the fair values of the derivatives on warrants using the Binomial Option model with the following assumptions:
| June 30 | ||||
| 2026 | ||||
| Common stock issuable | ||||
| Market value of common stock on measurement date | $ | |||
| Adjusted exercise price | $ | |||
| Risk free interest rate | % | |||
| Instrument lives in years | s | |||
| Expected volatility | % | |||
| Expected dividend yields | ||||
The balance of the fair value of the derivative liability as of June 30, 2026, and December 31, 2025, and 2024, is as follows:
| Balance at December 31, 2024 | $ | |||
| Additions | ||||
| Fair value loss | ( | ) | ||
| Conversions | ||||
| Balance at December 31, 2025 | ||||
| Additions | ||||
| Fair value gain | ( | ) | ||
| Conversions | ||||
| Balance at June 30, 2026 | $ |
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.
Page 18 of 40
2026 Transactions
On June 17, 2026, the Company issued
2025 Transactions
On November 3, 2025, the Company issued
As of June 30, 2026, and December 31, 2025, the Company has
Warrants
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
On April 9, 2025, the Company entered into a Promissory Debentures with a lender in the amount of $
On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into on December 7, 2020, with a principal value of $
Page 19 of 40
On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into on January 6, 2021, with a principal value of $
On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into on June 22, 2021, with a principal value of $
On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into on September 20, 2021, with a principal value of $
On June 16, 2026, the Company entered into a Promissory Debentures with a lender in the amount of $
The following table summarizes the Company’s warrant transactions during the quarter ended June 30, 2026, and year ended December 31, 2025:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Outstanding at year ended December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Outstanding at year ended December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Outstanding at quarter ended June 30, 2026 | $ | |||||||
Page 20 of 40
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 (
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 June 30, 2026, and December 31, 2025, the Company has
Page 21 of 40
Series BB Preferred Stock
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 June 30, 2026, and December 31, 2025, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding.
Series CC Preferred Stock
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.
On April 9, 2025, the Company entered into a Promissory Debentures with a lender in the amount of $
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
Each holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to its shares of Series CC Convertible Preferred Stock into a number of fully paid and non-assessable shares of common stock determined by dividing the number of issued and outstanding shares of common 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.
The Company is currently in the process of increasing the designated number of shares of Series CC Preferred Stock (from the currently designated 1,000 shares) in order to accommodate the June 16, 2026, issuance of warrants to purchase up to 600 shares of Series CC Preferred Stock. The increase will be effected by filing an amended Certificate of Designation following receipt of the required Board consent and the consent of the current holder(s) of Series CC Preferred Stock. The Company has sufficient authorized Preferred Stock available for this increase.
As of June 30, 2026, and December 31, 2025, the Company had
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 non-assessable 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 Series 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 June 30, 2026, and December 31, 2025, the Company had
Page 22 of 40
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 as consultants during the six months ended June 30, 2026, and June 30, 2025, in the aggregate $
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, with a monthly rent of $
During the period ending September 30, 2025, Global Stem Cell Group, Inc. entered into the Cancun lease with Hugo Leonel García Reza beginning July1, 2025, and ending on June 30, 2028. The property is located at AV. BONAMPAK #SM4A M1 LOTE 4C, INT. LOCAL 401, COL. SM 4A, LOCALIDAD BENITO JUÁREZ, CANCÚN, QUINTANA ROO C.P .77500, MX, consisting of
On October 30, 2025, the Company signed a five-year lease for additional office space consisting of
Page 23 of 40
On May 1, 2026, the Company signed a two-year lease for office space consisting of
During the six months ended June 30, 2026, and June 30, 2025, the Company paid $
NOTE 8 – PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Computer, equipment and vehicles ( | $ | $ | ||||||
| Leasehold improvements ( | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense for the six months ended June 30, 2026, and June 30, 2025, were $
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 impairment of long-lived assets for the six months ended June 30, 2026, and June 30, 2025.
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:
| June 30, 2026 | December 31, 2025 | |||||||
| 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
Page 24 of 40
NOTE 10 – 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, with a monthly rent of $
On July 31, 2025, the Company signed a three-year lease for additional space consisting of
On October 30, 2025, the Company signed a five-year lease for additional office space consisting of
On May 1, 2026, the Company signed a two-year lease for office space consisting of
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:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total undiscounted cash payments | ||||
| Less interest | ( | ) | ||
| Present value of payments | $ |
NOTE 11 – GOODWILL
On August 18, 2021, through a Stock Purchase Agreement, we acquired
The preliminary purchase price for the merger was determined to be $
Page 25 of 40
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 six months ended June 30, 2026, and the year ended December 31, 2025:
| Goodwill | ||||
| Balance at December 31, 2024 | $ | |||
| Acquisition | ||||
| Impairment | ||||
| Balance at December 31, 2025 | $ | |||
| Acquisition | ||||
| Impairment | ||||
| Balance at June 30, 2026 | $ | |||
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, 2025.
As a result of review, impairment needed as of December 31, 2025 and June 30, 2026.
NOTE 13 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to June 30, 2026, 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 July 29, 2026, the Company entered into a Convertible Note with a lender in the amount of $
On August 5, 2026, the Company entered into a Convertible Note with a lender in the amount of $
On August 10, 2026, the Company entered into a Convertible Note with a lender in the amount of $
Page 26 of 40
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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. |
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K under “Risk Factors” for the year ended December 31, 2025, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview
Regenerative Medical Technology Group Inc. (the “Company,” “RMTG,” “we,” “us,” or “our”), through its flagship operating platform Global Stem Cells Group (GSCG), has become one of the most comprehensively vertically integrated organizations in regenerative medicine worldwide. We combine physician education and global influence through the International Society for Stem Cell Applications (ISSCA), advanced biologics manufacturing and product innovation via Cellgenic, a premium clinical network delivering high-end patient care via Cellular Institute while generating real-world data, and a disciplined global expansion strategy. This closed-loop ecosystem enables us to drive demand, supply quality-controlled biologics and therapeutics, validate protocols and deliver world class patient procedures through clinical applications, and leverage digital technologies for scalable, recurring revenue and continuous innovation.
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During the six months ended June 30, 2026, we continued to execute on the 2026 strategic priorities outlined in our Annual Report on Form 10-K for the year ended December 31, 2025. We made meaningful progress across our core pillars, including advancing ISSCA’s position as the leading global education platform in regenerative medicine, scaling Cellgenic’s manufacturing output and product portfolio (including next-generation exosome formulations, peptides, and combination therapies), advancing development of our standardized clinical network and franchise model with Cellular Institute, and strengthening regulatory alignment and market presence in key geographies such as Argentina.
During the second quarter we successfully launched two key digital assets that advance our technology-enabled platform strategy:
| ■ | On June 17, 2026, we launched the ISSCA Mobile App, a physician-facing digital platform that digitizes our 30+-country network, providing on-demand training, certification tracking, webinars, collaboration tools, and event access. The App is designed to convert our in-person education relationships into a scalable, recurring digital ecosystem with improved operating leverage. |
| ■ | On June 23, 2026, we launched the ISSCA AI™ Clinical Intelligence Platform, an artificial-intelligence system that assists physicians with patient intake, protocol support, predictive modeling, follow-up, and workflow organization while preserving full clinical oversight. ISSCA AI™ builds on the Mobile App and our existing global physician network and is intended to deepen engagement and create additional scalable revenue opportunities. |
These accomplishments reflect the strength of our synergistic business model — where education drives physician adoption, Cellgenic supplies high-margin recurring products (supported by our Turnkey exclusive-membership program), and our clinical network generates both revenue and valuable real-world data. We remain focused on disciplined execution of our full-year 2026 plan, which centers on ecosystem optimization, accelerated clinical network franchising, deeper AI-driven personalization and data monetization, continued product innovation, and targeted expansion into additional regulated markets. We will maintain disciplined capital allocation toward manufacturing capacity enhancements, R&D pipeline advancement, and strategic partnerships and affiliates that reinforce our global category leadership. Management believes the foundational platform built in 2025, together with the digital infrastructure launched in the second quarter, positions the Company for accelerated revenue growth, margin expansion, and platform maturation throughout the remainder of 2026
Results of Operations
Below is a summary of the results of operations for the three months ended June 30, 2026, and 2025.
| For the Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 4,022,763 | $ | 983,518 | $ | 3,039,245 | 309.02 | % | ||||||||
| Cost of revenue | 1,444,592 | 397,686 | 1,046,906 | 263.25 | % | |||||||||||
| Gross profit | 2,578,171 | 585,832 | 1,992,339 | 340.09 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Advertising and marketing | 546,603 | 147,605 | 398,998 | 270.31 | % | |||||||||||
| Professional fees | 708,117 | 363,533 | 344,584 | 94.79 | % | |||||||||||
| Officer compensation | 22,500 | 22,500 | - | 0.00 | % | |||||||||||
| Depreciation and amortization expense | 94,468 | 54,832 | 39,636 | 72.29 | % | |||||||||||
| Investor relations | 25,000 | 40,000 | (15,000 | ) | -37.50 | % | ||||||||||
| General and administrative | 619,164 | 207,448 | 414,715 | 198.47 | % | |||||||||||
| Total operating expenses | 2,012,194 | 835,919 | 1,176,275 | 140.72 | % | |||||||||||
| Net income from operation | 565,977 | (250,087 | ) | 816,064 | -326.31 | % | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (2,233,797 | ) | (1,055,371 | ) | (1,178,426 | ) | 111.66 | % | ||||||||
| Change in the fair value of derivative liability | (1,237,653 | ) | (138,119 | )) | (1,099,534 | ) | 796.08 | % | ||||||||
| Total other income (expense) | (3,471,450 | ) | (1,193,490 | ) | (2,277,960 | ) | 190.87 | % | ||||||||
| Net loss | $ | (2,905,473 | ) | $ | (1,443,577 | ) | $ | (1,461,896 | ) | 101.27 | % | |||||
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Revenue
Revenue increased by 309.02% in the amount of $3,039,245 for the three months ended June 30, 2026, compared to the same period in 2025. 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. The strategic plans for 2025 were to seek and attract more Affiliates. Investing heavily in ISSCA events global presence, and brand positioning for ISSCA was intentional and aligned with our objective of accelerating affiliate expansion. During 2025, the Company signed three new affiliate partners through its ISSCA education and training programs.
Growth came from expanded product distribution networks, including new sales channels and increased volume in stem cell-related products. This reflects market demand for our biologic solutions. Revenue increased due to higher patient volumes, a shift toward premium treatment mixes (e.g., advanced regenerative therapies), operational efficiencies in clinic operations, more international live conferences, expanded certification programs, multi-day events to reach global audiences and on-line training.
The Company believes it’s strategic plans for 2025 to invest heavily in ISSCA events global presence, and brand positioning for ISSCA in 2025 to seek and attract more Affiliates will result in increased revenue in future quarters. The first quarter of 2026 showed a 69% increase in revenue, and the second quarter show a 1.66% increase in revenue, compared with the fourth quarter of 2025.
The following table presents our revenue by product category for the three months ended June 30, 2026, and 2025:
| For the Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Training | $ | 1,295,588 | $ | 134,965 | ||||
| Product supplies | 2,103,181 | 403,434 | ||||||
| Equipment | 3,500 | 8,435 | ||||||
| Patient procedures | 620,493 | 436,685 | ||||||
| Total revenue | $ | 4,022,763 | $ | 983,518 | ||||
Operating expenses
Operating expenses increased by 140.72% in the amount of $1,176,275 for the three months ended June 30, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:
Advertising and marketing fees increased by $398,998 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group in international campaigns and promotions across divisions, including digital efforts for Cellgenic products, Cellular treatments, and ISSCA events.
Professional fees increased by $344,584for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group related to legal structuring, international contracts, compliance (e.g., regulatory for Cellgenic and Cellular), accounting expansion, corporate advisory, and lease advisory.
Depreciation and amortization decreased by $35,978 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to expanding facilities to support increased operations in Cellular and Cellgenic, plus ISSCA logistics.
Investor relations decreased by $15,000 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an agreement with an investor relation firm in May 2025.
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General and administrative expenses increased by $411,715 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.
We expect our overall operating expenses to increase into 2026 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.
Other expenses
Other expenses increased by $2,277,960 for the three months ended June 30, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $570,896, an increase of $607,530 of interest on promissory notes and an increase of $1,099,534 change in the fair value of derivative liability.
We had interest expense of $2,233,797 and $1,055,371 for the three months ended June 30, 2026, and 2025, 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 $2,905,473 for the three months ended June 30, 2026, as compared with a net loss of $1,443,577 for the same period in 2025.
Below is a summary of the results of operations for the six months ended June 30, 2026, and 2025.
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 6,662,116 | $ | 2,347,859 | $ | 4,314,257 | 183.75 | % | ||||||||
| Cost of revenue | 2,317,454 | 818,133 | 1,499,321 | 183.26 | % | |||||||||||
| Gross profit | 4,344,662 | 1,529,726 | 2,814,936 | 184.02 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Advertising and marketing | 937,650 | 304,926 | 632,724 | 207.50 | % | |||||||||||
| Professional fees | 1,236,272 | 695,266 | 541,606 | 77.81 | % | |||||||||||
| Officer compensation | 45,000 | 45,000 | - | 0.00 | % | |||||||||||
| Depreciation and amortization expense | 192,162 | 106,646 | 85,516 | 80.19 | % | |||||||||||
| Investor relations | 46,500 | 40,000 | 6,500 | 16.25 | % | |||||||||||
| General and administrative | 1,094,976 | 453,015 | 641,961 | 141.71 | % | |||||||||||
| Total operating expenses | 3,548,902 | 1,644,853 | 1,904,049 | 115.76 | % | |||||||||||
| Net income from operation | 795,760 | (115,127 | ) | 910,887 | -791.29 | % | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (4,140,730 | ) | (1,949,221 | ) | (2,191,509 | ) | 142.43 | % | ||||||||
| Change in the fair value of derivative liability | 129,045 | (139,268 | ) | 268,313 | -192.66 | % | ||||||||||
| Total other income (expense) | (4,011,685 | ) | (2,088,489 | ) | (1,923,196 | ) | 92.09 | % | ||||||||
| Net loss | $ | (3,215,925 | ) | $ | (2,203,616 | ) | $ | (1,012,309 | ) | 45.94 | % | |||||
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Revenue
Revenue increased by 183.75% in the amount of $4,314,257 for the six months ended June 30, 2026, compared to the same period in 2025. 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. The strategic plans for 2025 were to seek and attract more Affiliates. Investing heavily in ISSCA events global presence, and brand positioning for ISSCA was intentional and aligned with our objective of accelerating affiliate expansion. During 2025, the Company signed three new affiliate partners through its ISSCA education and training programs.
Growth came from expanded product distribution networks, including new sales channels and increased volume in stem cell-related products. This reflects market demand for our biologic solutions. Revenue increased due to higher patient volumes, a shift toward premium treatment mixes (e.g., advanced regenerative therapies), operational efficiencies in clinic operations, more international live conferences, expanded certification programs, multi-day events to reach global audiences and on-line training.
The Company believes it’s strategic plans for 2025 to invest heavily in ISSCA events global presence, and brand positioning for ISSCA in 2025 to seek and attract more Affiliates will result in increased revenue in future quarters. The first quarter of 2026 showed a 69% increase in revenue, and the second quarter show a 1.66% increase in revenue, compared with the fourth quarter of 2025.
The following table presents our revenue by product category for the six months ended June 30, 2026, and 2025:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Training | $ | 2,067,593 | $ | 279,885 | ||||
| Product supplies | 3,370,258 | 1,030,089 | ||||||
| Equipment | 3,500 | 8,435 | ||||||
| Patient procedures | 1,220,766 | 1,029,450 | ||||||
| Total revenue | $ | 6,662,116 | $ | 2,347,859 | ||||
Operating expenses
Operating expenses increased 115.76% in the amount of $1,904,049 for the six months ended June 30, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:
Advertising and marketing fees increased by $632,724 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group in international campaigns and promotions across divisions, including digital efforts for Cellgenic products, Cellular treatments, and ISSCA events.
Professional fees increased by $541,006 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group related to legal structuring, international contracts, compliance (e.g., regulatory for Cellgenic and Cellular), accounting expansion, corporate advisory, and lease advisory.
Depreciation and amortization increased by $81,858 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to expanding facilities to support increased operations in Cellular and Cellgenic, plus ISSCA logistics.
Investor relations increased by $6,500 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an agreement with an investor relation firm in May 2025.
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General and administrative expenses increased by $641,961 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.
We expect our overall operating expenses to increase into 2026 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.
Other expenses
Other expenses increased by $1,923,196 for the six months ended June 30, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $1,017,177 and an increase of $1,174,332 of interest on promissory notes offset by $268,313 change in the fair value of derivative liability.
We had interest expense of $4,140,730 and $1,949,221 for the six months ended June 30, 2026, and 2025, 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 $3,215,925 for the six months ended June 30, 2026, as compared with a net loss of $2,203,616 for the same period in 2025.
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 June 30, 2026, and December 31, 2025.
| June 30, 2026 | December 31, 2025 | $ Change | % Change | |||||||||||||
| Cash and cash equivalents | $ | 1,323,304 | $ | 956,718 | $ | 366,586 | 38.32 | % | ||||||||
Summary of Cash Flows
Below is a summary of our cash flows for the six months ended June 30, 2026, and 2025.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 434,098 | $ | (540,984 | ) | |||
| Net cash used in investing activities | (358,893 | ) | (110,582 | ) | ||||
| Net cash provided by financing activities | 291,381 | 1,100,000 | ||||||
| Net increase in cash and cash equivalents | $ | 366,586 | $ | 448,434 | ||||
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Operating activities
Net cash provided by operating activities was $434,098 during the six months ended June 30, 2026, and consisted of a net change in operating assets and liabilities of $2,515,524 offset by non-cash items of $1,134,499 and a net loss of $3,215,925 The non-cash items for the six months ended June 30, 2026, consisted of depreciation and amortization expenses of $188,504, amortization of debt discount of $1,075,041 and offset by change in fair value of derivative liabilities of $129,045
Net cash used by operating activities was $540,984 during the six months ended June 30, 2025, and consisted of a net change in operating assets and liabilities of $1,358,454 and non-cash items of $303,778, offset by a net loss of $2,203,616. The non-cash items for the six months ended June 30, 2025, consisted of depreciation and amortization expenses of $106,646, amortization of debt discount of $57,864, preferred shares issued with debt of $401 and change in derivative liabilities of $139,268.
Investing activities
Net cash used in investing activities was $358,893 and consisted of the purchase of property and equipment associated with the Cancun facility for the six months ended June 30, 2026.
Net cash used in investing activities was $110,582 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the six months ended June 30, 2025.
Financing activities
Net cash provided by financing activities was $291,381 and consisted of a Promissory Debentures with a lender in the amount of $686,957 net discount in the amount of $58,957 and advances received in 2025 for the six months ended June 30, 2026.
Net cash provided by financing activities was $1,100,000 and consisted of a Promissory Debentures with a lender in the amount of $1,375,000 net discount in the amount of $275,000 during the six months ended June 30, 2025.
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 unsecured promissory notes with an aggregate principal amount of $1,157,935 that have matured and are currently in default, but the Company has received no notice of default, demand for payment, or acceleration from any lender. The Company has insufficient cash on hand to repay these notes. 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. While management believes the risk of acceleration is low based on historical lender forbearance, a formal demand on any defaulted note could trigger acceleration of up to $16.6 million in secured debt. 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 June 30, 2026, we had limited cash of $1,323,304, 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.
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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 $79,484,265 and a working capital deficit of $40,328,417 as of June 30, 2026, 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 June 30, 2026, the Company had no off-balance sheet arrangements.
Critical Accounting Policies
Our critical accounting policies have not materially changed during the quarter ended June 30, 2026. 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.
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 model to determine the fair values of the embedded convertible notes derivatives and tainted convertible notes and the Binomial Option model to determine the fair values of the derivatives on warrants.
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.
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Segment Reporting
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 2026 and 2025 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, the Company recognizes revenue when it satisfies a performance obligation by transferring control of a promised good or service to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those goods or services.
The Company’s primary revenue streams are as follows:
Training
The Company offers stem cell and exosome certification training programs for physicians and healthcare professionals. The performance obligation is satisfied upon completion of the training seminar and delivery of the related certification and materials. Revenue is recognized at the point in time the seminar is completed and control of the training services has been transferred to the customer.
Products
The Company sells regenerative medicine and related products directly to physicians and clinics. Products are generally sold at the point of sale, shipped directly to customers, or provided in connection with patient procedures and training events. Revenue is recognized at the point in time control transfers to the customer, which generally occurs upon shipment or customer pickup.
Equipment
The Company sells medical and regenerative medicine equipment to physicians and clinics. Equipment is shipped either directly from the manufacturer or by the Company to the customer. Revenue is recognized at the point in time control transfers to the customer, which generally occurs upon shipment or customer pickup.
Patient Procedures
The Company provides regenerative medicine procedures at its clinic locations. Customers may remit deposits in advance of scheduled procedures, which are recorded as deferred revenue until the related services are performed. Revenue is recognized at the point in time the medical procedures are completed and the related performance obligations have been satisfied.
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.
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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 June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025, 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 3. 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 4. 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.
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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, 2025. 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. |
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 June 30, 2026. The Company plans to take remedial action to address these weaknesses during the fiscal year ended December 31, 2026.
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 three months ended June 30, 2026, 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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PART II – OTHER INFORMATION
Item 1. 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 1A. Risk Factors
Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended December 31, 2025, filed with the SEC on May 19, 2026. The risks described may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
The current portion of notes payable on the Company’s Condensed Consolidated Balance Sheets above contains, at June 30, 2026, certain promissory notes on which the Company was in arrears on payments of principal as follows:
| ■ | 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 $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date to receive the indebtedness in the form of a convertible note. If the shareholder did not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note without any conversion feature. The promissory notes bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes. As of June 30, 2026, the aggregate loan balances were outstanding $398,482. This loan is currently in default. |
| ■ | On August 18, 2021, the Company entered into an unsecured promissory note in the amount of $400,000. Pursuant to the terms of the note, the investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. As of June 30, 2026, the Company accrued $1,622,470 in interest expense. The note is currently in default due to the non-payment of interest. |
| ■ | On December 9, 2020, the Company entered into an unsecured promissory note in the amount of $110,000. Pursuant to the terms of the note, the note bears fifteen (15%) interest, unsecured and is due on December 9, 2023. As of June 30, 2026, the Company accrued $131,461 in interest expense. The note is currently in default |
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| ■ | On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $7,958. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of June 30, 2026, the Company accrued $5,288 in interest expense. The note is currently in default. |
| ■ | On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $111,470. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of June 30, 2026, the Company accrued $74,090 in interest expense. The note is currently in default. |
At June 30, 2026, and December 31, 2025, none of these notes have been paid, but the Company has received no notice of default, demand for payment, or acceleration from any lender as of the date of this report. The Company has insufficient cash on hand to repay these notes. While management believes the risk of acceleration is low based on historical lender forbearance, a formal demand on any defaulted note could trigger acceleration of up to $16.6 million in secured debt. 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 this happens, we could go out of business.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
Item 6. Exhibits
| Exhibit Number | Description of Exhibit | |
| 31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 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 | |
| 101** | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Extensible Business Reporting Language (XBRL). |
| ** | Provided herewith |
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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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated August 19, 2026 | Regenerative Medical Technology Group Inc. | |
| By: | /s/ David Christensen | |
| David Christensen | ||
| President, Chief Executive Officer, Chief Financial Officer, Secretary and Director (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer) | ||
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