BRGX 10-K & 10-Q changes, risk factors and insider trading

Organization and Business

On April 6, 2021 the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of BioRegenx. The combination is expected to product synergies between companies with the production activities and the distribution network of the marketing company.

On January 8, 2024, the Company acquired all the shares outstanding of DocSun Biomedical Holdings, Inc. in exchange for shares of the Company’s stock. This acquired company is accounted for as an asset acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets and liabilities are reported at the purchase price allocated to the relative fair market value.

The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant (Findit, Inc), with the Registrant being the surviving company.

Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. As a result of the merger, the former shareholders of Findit retained 104,552,804 shares of common stock. The exchange value of Registrant’s stock that was retained was valued at $7,318,594, based on the trading price of Registrant as of the date of the Merger. Due to the change in control the accounting acquirer in the merger is BioRegenx, Inc., a Nevada Corporation the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This acquired company (Registrant) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed to BioRegenx, Inc. (The Company).

Commensurate with the Merger, the Company effected a 16 for 1 split of its common shares. All share and per share amounts have been retroactively restated as if the reverse occurred as of the earliest period presented.

The Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”).

For the year ended December 31, 2025, the Company incurred distributors’ incentives of $15,924, $0 in amortization expense, recorded other selling, general and administrative expenses of $2,006,725 and impairment expense of $725,000, resulting in total operating expenses of $2,747,649. These selling, general and administrative expenses consisted primarily of employee expenses of $445,644 and other operating expenses of $1,561,081. Other operating expenses consisted of advertising and marketing of $81,729, depreciation expense of $50,075, software costs of $11,312, bank and payment charges of $50,610, contract labor of $94,962, legal and accounting of $383,390, professional services of $562,021 which includes $380,735 of fair value of common shares issued for services, insurance of $39,284, taxes and licenses of $40,676, dues and subscriptions of $105,079, rent & lease of $52,436 and miscellaneous expenses of $89,507. Additionally, the Company had interest expense and financial costs of $299,578 resulting in net loss of $(1,543,569) for the year ended December 31, 2025.

Operating Activities.

Investing Activities. For the year ended December 31, 2025, the Company made purchases of property and equipment of $9,057 and intangibles of $50,000. As a result, the Company had net cash used in investing activities of $(59,057) for the year ended December 31, 2025.

Financing Activities. For the year ended December 31, 2024, the Company made note and loan principal payments of $48,240, had an increase in note and loan balances of $427,187 and had an increase in note and loan balances – related parties of $63,172. As a result, the Company had net cash provided by financing activities of $442,119 for the year ended December 31, 2024.In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company’s exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering. In addition, on July 24, 2025, the Company entered into a financing arrangement with Stripe Capital. The original principal amount was $105,800 with a fixed finance charge of $7,935. Repayments are made through a percentage of daily sales processed through the Stripe platform. As of December 31, 2025, the remaining principal balance was $52,280. This arrangement provided short-term liquidity but reduces cash available from operations.

The Company’s material cash requirements include working capital needs, debt service and defaulted obligations, royalty obligations under the GlycoCheck sublicense agreement, professional fees associated with capital markets activities, and repayment obligations under merchant and other financing arrangements.

Management intends to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing will be available on acceptable terms, or at all, or in amounts sufficient to meet the Company’s needs. In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company’s exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering of the Company’s common stock, or units consisting of common stock and warrants, on a best-efforts basis. The engagement period extends through July 31, 2026, unless earlier terminated. This arrangement may facilitate capital raising efforts, but there can be no assurance that any financing transaction will be completed.

On October 9th, 2025, the Adler and Genesis Glass notes were combined into a single note payable to Adler with a principal balance of $295,207 and the term was extended to October 10, 2026. In the event that the Company raises over $2,000,000 in equity or debt financing 10% of the amount raised will be applied to the note until the principal is paid off. The extension terms call for 1% interest per month and $10,000 payments of principal and interest per month. In the event of an uplist of the Company to a national exchange, the lender has the option to convert the outstanding principal balance of the note into the Company’s common shares for 90 days after the uplist. The conversions price is fixed at $0.1325 per share. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increases to 1.5% and the lender has the right to require immediate payment in full. During the year ended December 31, 2025, the Company made principal payments $43,380 resulting in a balance due of $285,864 at December 31, 2025.

(F) On July 24th 2025, the Company took out a loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $105,800. The finance charge is stated as a fixed amount of $7,935 or 7% of the amount to be repaid. Payments are made on a daily basis with 22% of the sales volume processed through the Stripe merchant account being applied against the total amount to be repaid. There is a minimum repayment amount of $12,637 that applies to each 60-day period which has not affected the repayment amounts as of December 31, 2025. The loan does not have a fixed term for repayment but is expected to be fully repaid in 8 to 10 months. The remaining principal balance at December 31, 2025 is $52,280.

Debt Payoff Schedule

Future minimum payments under the Notes payable for the next five years and thereafter are as follows:

The principal amount of debt from related parties is summarized in the following table:

As of December 31, 2025, approximately $522,500 of notes payable are in default, including certain EIDL loans. These defaults may adversely affect the Company’s ability to obtain additional financing and may result in additional penalties or enforcement actions.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern.

The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings to continue operating. These conditions, together with the Company’s dependence on external financing and existing debt defaults, increase the uncertainty regarding the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, during the year ended December 31, 2025, the Company incurred net loss of $(1,543,569) and had a stockholders’ deficit of $(4,537,254) as of that date. At December 31, 2025, the Company had cash on hand in the amount of $69,383. In addition, notes payable of $522,500 are in default. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the company cannot continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

VHS Pool

In January of 2025, a member of the VHS Pool contacted the Company and claimed the change in ownership of Microvascular Health Solutions when it became a subsidiary of the Company in April of 2021 may potentially constitute a liquidity event which would accelerate the VHS Pool payments. The Company and the VHS Pool Member have since been negotiating terms of a revised royalty agreement. The parties agreed to a tolling of the statute of limitations of the potential breach until the earlier of March 31, 2026 or within in 60 days after either party terminate the agreement. In February 2026,the tolling agreement was extended until March31, 2027, or within in 60 days after either party terminate the agreement. The Company does not believe there has been a breach and that the effect of a revised agreement will not have a material effect on the financial statements or future operations.

GlycoCheck B.V. Lawsuit

On April 21, 2025, former officers and directors of the Company, Bob Long and Hans Vink, in their capacity as directors of GlycoCheck B.V. (“GlycoCheck”), filed a complaint against the Company and its subsidiary, MicroVascular Health Solutions, LLC, in the Business and Chancery Court of the State of Utah, alleging breach of contract and related damages resulting from unpaid royalties and unjust enrichment. The plaintiffs are claiming damages in excess of $566,682. The Company has evaluated the claims and considers them to be without merit, based on the following reasons; (1) in November 2023, GlycoCheck lost its license to use the technology, which was the basis of the contract that is the subject of the claim, (2) the licensor of the technology is an unrelated party and has allowed the Company to continue to operate under the terms of the original agreement and (3) there were no amounts paid or accrued under the contract during the years ended December 31, 2025 and 2024. During the quarter ended September 30, 2025, Bob Long and Hans Vink were removed as directors of GlycoCheck B.V. and the suit was dismissed by the current directors of GlycoCheck B.V.

GlycoCheck Intangible Property Agreement

On May 5, 2025, the Company entered into a binding sub-license and purchase agreement with the owners of certain intangible technology and distribution license on which the GlycoCheck systems are based. The sub-license and royalty period applies retroactively to November of 2023. The agreement calls for a royalty of $500 for each GlycoCheck system sold, and the funding of a prepaid royalty account with $50,000 within 60 days of the contract date. The contract calls for a minimum of $750,000 in royalties over a three-year sub-license term. The Company is also obligated to exercise a purchase option to purchase the intangible property for $1,000,000, payable in common shares of the Company at a time of its choosing within the three-year sub-license term. As of the contract date the Company will receive all accounts receivables of the licensor which have negligible value and have been recorded as prepaid assets at $100. The Company is also obligated to reimburse the intangible property owners for patent renewals, including the last two years, representing approximately $37,000 in reimbursements of past costs. As of December 31, 2025 the prior renewal costs had been paid in full.

Legal Services

In April of 2025, the Company entered into a legal services agreement related to capital markets matters and SEC filings and other matters with total potential fees up to $450,000 and 150,000 shares of the Company’s common shares, with reverse split protection. No fees have been earned under the agreement as of December 31, 2025.

Known Trends and Uncertainties

The Company is subject to several trends and uncertainties that may have a material impact on future results. During 2025, the Company experienced product-related issues associated with its medical testing platform, which adversely affected distributor engagement and sales activity. While remediation efforts are ongoing, there can be no assurance that distributor activity will return to prior levels or that similar issues will not recur.

The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings to continue operating. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, for the three months ended March 31, 2026, the Company incurred a net loss of $(26,415), generated cash from operations of $26,629 and had a stockholder’s deficit of $4,533,316 as of that date. At March 31, 2026, the Company had cash on hand in the amount of $45,806. In addition, notes payable of $522,500 are in default. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2025, has also expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the company cannot continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

For the three months ended March 31, 2026 and March 31, 2025, the Company did not pursue any investing activities.

(A) The Company has two outstanding unsecured Howard Notes that are both in default. The first Howard note was advanced on June 28th, 2016 and the second on April 3rd, 2017 to Microvascular Health Solutions, LLC. Both notes are for $50,000 and had one-year terms, both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 shares, which would only be issuable at the option of the Company in lieu of the interest in the subsidiary.

(B) The Goff note had a maturity date of February 13th, 2016, the note is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date.

(C) Insurance notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments.

((D) In January 10th, 2024, the Company issued two unsecured notes for $165,000 each to Adler and Genesis Glass. The notes are due in twelve months from the note date or before if the company brings in equity equal to $1,500,000. The funds were designated for the improvement of the technical infrastructure of the newly acquired DocSun Biomedical Holdings, Inc. Each note was issued with a $15,000 original issue discount and the issuance of 72,000 common shares with a fair value of $9,990 were paid to each lender as an additional loan fee, resulting in an aggregate loan discount of $49,980 which was fully amortized over the initial life of the loan. Subsequent to year end the loans were extended until October 9th, 2025 by agreement with the lender. The extension terms call for 1% interest per month and $5,000 payments per month on the Adler note until May 2025 at which time the payments become $5,000 per month for each note. The Company issued 250,000 common shares to the lender for each note extended. As of December 31, 2024, the aggregate principal and interest due under the notes was $328,644.

On October 9th, 2025, the Adler and Genesis Glass notes were combined into a single note payable to Adler with a principal balance of $295,207 and the term was extended to October 10, 2026. In the event that the Company raises over $2,000,000 in equity or debt financing 10% of the amount raised will be applied to the note until the principal is paid off. The extension terms call for 1% interest per month and $10,000 payments of principal and interest per month. In the event of an uplist of the Company to a national exchange, the lender has the option to convert the outstanding principal balance of the note into the Company’s common shares for 90 days after the uplist. The conversions price is fixed at $0.1325 per share. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increases to 1.5% and the lender has the right to require immediate payment in full. The company made principal payments of $22,097 during the period ended March 31, 2026.

(E) Long Term Notes – EIDL

As principal amount of economic injury disaster loans (EIDL) issued under the Small Business Administration’s COVID-19 recovery program was $550,000 and $550,000 at March 31, 2026 and December 31, 2025, respectively. At December 31, 2025, the long-term balance of the EIDL loans was $150,000 and the current balance for delinquent loans was $400,000. The total balance is comprised of three notes made by subsidiaries of the Company, secured by the assets of the Company. One of which was acquired in the merger with Findit, Inc. and is in charge off status at the SBA. The Findit EIDL loan and the other $200,000 subsidiary loan are in default and shown as current liabilities. Each loan has a 30-year term and an interest rate of 3.75% per annum. The SBA granted a total of thirty months payment deferment period under the EIDL program for Covid-19 related loans, both EIDL loans qualified for and used the full deferment period. Interest continued to accrue during the deferment period and the deferred amounts will be paid as a balloon payment at the end of the 30-year amortization period. Current payments are being applied against interest accrued. The notes maturity dates are May 17, 2050 for a $150,000 note, July 12, 2051 for a $200,000 note and July 17, 2050 for the $200,000 Findit EIDL loan. As of March 31, 2026, the Company was delinquent on payments on two of the EIDL loans in the aggregate amount of $400,000, and such amounts have been reflected as current in the accompanying financial statements.

(F) On July 24th 2025, the Company took out a loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $105,800. The finance charge is stated as a fixed amount of $7,935 or 7% of the amount to be repaid. Payments are made on a daily basis with 22% of the sales volume processed through the Stripe merchant account being applied against the total amount to be repaid. There is a minimum repayment amount of $12,637 that applies to each 60-day period which has not affected the repayment amounts as of December 31, 2025. The loan does not have a fixed term for repayment but is expected to be fully repaid in 8 to 10 months. The company made principal payments of $29,550 during the period ended March 31, 2026. The remaining principal balance at March 31, 2026 is $22,729.

(G) As of March 31, 2026, five notes were issued for proceeds totaling $160,000. One of the convertible notes with an original principal amount of $30,000 is owned to a related party and the balance is reported in the Related Party Loans section below. The convertible notes have a stated interest rate of 16%, of which 10% is payable by adding to the principal of the note and 6% is payable in cash, biannually. The notes are convertible into common shares at the option of the noteholder at 0.09 cents per common share. The notes mature 2 years after the note date. The Company has the option to convert the convertible notes in the event of an uplift to a national stock exchange. The conversion price to the Company is the lesser of 0.09 cents or 85% of the price at on the national exchange. For each $5,000 principal of the notes, the Company granted 2,500 warrants to purchase common stock at 0.20 cents per common share. The warrants expire 2 years after the Company’s shares are listed on an internationally recognized exchange. The balance of the principal and accrued interest was $171,510 and $168,304 at March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, payments on two of the Economic Injury Disaster Loan (EIDL) facilities were delinquent. Consistent with the Company’s policy, any past-due principal and interest amounts payable within twelve months are classified as current liabilities on the condensed consolidated balance sheet. Management is pursuing extensions and other arrangements to cure delinquencies and improve liquidity.

Each of the listed loans indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum.

The loan indicated with a B does not have stated terms.