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

There can be no assurance that the Company will be successful in raising the required funds or that it will generate sufficient revenue to sustain operations during this period.

Geopolitical risks continue to pose potential challenges to the global economy and capital markets.

Ongoing conflicts—including the wars in Ukraine and the Middle East—as well as rising tensions involving China, Taiwan, and the South China Sea, have increased global uncertainty. In addition, renewed instability in certain regions of Eastern Europe and the Middle East, along with the potential for cybersecurity threats and energy supply disruptions, may continue to affect global trade, supply chains, and investor confidence.

The markets in which Primecare Supply, LLC (“Primecare Supply”) and GTLL Advisory Group, LLC (“GTLL Advisory”) operate are new, rapidly evolving, and highly competitive. Both subsidiaries are in early-stage development, and their success depends on the adoption and continued demand for innovative, technology-driven solutions within the healthcare, wellness, and business advisory sectors. Because these markets are still forming and subject to ongoing change, it is difficult to forecast demand, pricing, and long-term sustainability of our business model.

Primecare Supply operates within the 503B pharmaceutical procurement and medical clinic supply chain space, while GTLL Advisory focuses on business transformation and operational consulting for medical spas, clinics, and other health and wellness businesses. Each faces competition from well-established providers with greater financial and operational resources, as well as from emerging technology platforms and consulting firms targeting similar markets.

Management believes the success of both subsidiaries will depend on our ability to:

Given the start-up nature of these subsidiaries, it is uncertain whether our offerings will achieve and sustain meaningful market adoption. Negative publicity or lack of customer confidence in technology-enabled healthcare procurement or advisory solutions could limit acceptance of our model.

The U.S. healthcare and wellness industries continue to undergo significant structural change, consolidation, and regulatory oversight. Shifts in healthcare spending, technology innovation, or the emergence of alternative business models could reduce demand for our services and require us to adjust our strategy or technology platforms. Failure to anticipate or respond to these changes in a timely and cost-effective manner could adversely affect our business, financial condition, and results of operations.

Risks Related to Primecare Supply, LLC and GTLL Advisory Group, LLC

Risks Related to Our Markets and Business Models

Primecare Supply and GTLL Advisory operate in emerging and rapidly evolving markets. Demand for technology-enabled procurement solutions and business advisory services in the health and wellness sector is still developing, and market adoption may occur more slowly than anticipated.

Frequent changes in federal and state healthcare regulations, licensing standards, and 503B pharmaceutical oversight could increase compliance costs or restrict product availability, directly impacting Primecare Supply’s operations. Similarly, GTLL Advisory’s services may be affected by shifting privacy, data security, and professional practice regulations.

Primecare Supply faces competition from 503B manufacturers selling directly to clinics, established distributors, and new technology-driven entrants. GTLL Advisory competes with numerous consulting and marketing firms targeting medical spas and wellness clinics. Many competitors have stronger financial resources, broader client networks, and greater brand recognition.

Both subsidiaries rely heavily on reputation and referral-based growth. If customers do not perceive our services as valuable or if we fail to deliver consistent results, market acceptance could decline.

Competitive and Technological Risks

The markets in which Primecare Supply, LLC (“Primecare Supply”) and GTLL Advisory Group, LLC (“GTLL Advisory”) operate are highly competitive, rapidly evolving, and influenced by continuous technological change. Competitive platforms, emerging technologies, or new service models for procurement, data management, or business advisory solutions could reduce demand for our offerings or render certain aspects of our business model less relevant.

Our ability to achieve strategic objectives depends on our capacity to:

Competitors—both within and outside the healthcare and wellness sectors—are actively pursuing new devices, data platforms, AI-driven business intelligence tools, and advanced supply-chain technologies. If such innovations achieve broad adoption and we are unable to adapt or integrate similar advancements, our potential market opportunity could diminish, adversely affecting revenue and growth.

The introduction of competing solutions that claim to be more efficient, secure, or cost-effective may also create market confusion or exert downward pressure on pricing. Larger, well-established companies with significantly greater resources, brand recognition, and customer bases—including healthcare distributors, pharmaceutical suppliers, consulting firms, and technology providers—may be able to offer similar products or services at lower cost or with broader reach. Many of these competitors have established cooperative relationships and strategic alliances that increase their market visibility and scale.

In addition, emerging entrants and consolidation among existing players may further intensify competition. These dynamics could limit our ability to acquire new customers, maintain pricing discipline, or achieve sustainable profitability.

Financial, Economic, and Capital-Related Risks

We will need to raise additional capital to support operations and growth.

Global anticipates raising approximately $500,000 to fund operations through June 30, 2026, primarily to support public company compliance and scale its subsidiaries. There can be no assurance that sufficient capital will be raised on acceptable terms.

Inflationary pressures, supply chain instability, and rising interest rates may increase operating costs.

Increases in labor, materials, shipping, and financing costs could impact profitability. Extended inflation or economic slowdown could reduce clinic spending and demand for consulting or procurement services.

Our limited operating history makes forecasting financial performance difficult.

As early-stage entities, Primecare Supply and GTLL Advisory have limited revenue history. Delays in customer adoption, slower-than-expected growth, or higher-than-planned costs could adversely affect cash flow and results of operations.

Risks Related to Legal, Regulatory, and ESG Matters

Healthcare and pharmaceutical regulatory changes could affect operations.

Primecare Supply’s relationships with 503B manufacturers and licensed clinics are subject to stringent regulation. Any change in FDA or state oversight could materially affect the availability of products or our ability to transact business.

Privacy, data security, and ethical use of technology remain critical business risks.

Increasing attention to data ethics, patient confidentiality, and AI-driven business processes may result in heightened scrutiny and increased costs of compliance.

Expanding ESG expectations may increase compliance obligations.

As a public company, Global may be subject to evolving environmental, social, and governance (ESG) disclosure standards that require additional resources and oversight.

Since our inception on January 20, 1999, Global Technologies, Ltd. (“GTLL”) has experienced limited revenue generation through various stages of business development. For the fiscal year ended June 30, 2025, GTLL operated primarily through its wholly owned subsidiary, 10 Fold Services, LLC, which served as the Company’s principal source of revenue. During the period, GTLL concluded its prior share exchange and business development agreement with GOe3, LLC, and transitioned its focus to the launch of Primecare Supply, LLC—a newly formed and expanded successor to 10 Fold Services. Primecare Supply represents an evolution of GTLL’s business strategy, leveraging the Company’s experience in technology, procurement, and health-tech solutions to create a diversified and scalable revenue platform.

While GTLL continues to face the inherent risks associated with limited working capital and the execution of new business initiatives, management believes the establishment of Primecare Supply positions the Company for sustainable growth and long-term value creation.

Global Technologies, Ltd. is a diversified, multi-operational holding company focused on developing, acquiring, supporting, and scaling operating businesses in the healthcare, wellness, advisory services, procurement, and technology-enabled services markets. The Company’s current strategy is to concentrate capital, management attention, and public-company infrastructure around subsidiaries that can produce measurable revenue, improve operating leverage, and create long-term enterprise value for shareholders.

During the nine months ended March 31, 2026, Primecare Supply continued its transition from the Company’s prior wholesale/reseller revenue model toward a direct-to-clinic procurement platform. Management believes this transition is important because it is designed to improve the quality of revenue, diversify supplier relationships, increase ownership of clinic relationships and data, and support a more scalable margin-based revenue model. Primecare Supply has continued to expand its clinic outreach, supplier relationships, reseller channel, and use of the Sinq Ops procurement portal.

Management expects GTLL Advisory to contribute to the Company’s fiscal 2026 operating plan by providing strategic advisory services, business transformation support, and operational consulting services to small and mid-sized businesses, with an initial focus on medical spas, wellness clinics, and professional service practices. During the current fiscal year, management has focused on developing service offerings, client onboarding processes, referral relationships, and technology-supported reporting tools for this subsidiary.

GOe3, LLC

GOe3, LLC is no longer a subsidiary of the Company. During fiscal 2025, the Company terminated and canceled the GOe3 acquisition and related agreements after determining that GOe3 had not met certain operational and financial milestones under the Share Exchange Agreement. The Company wrote off its investment in GOe3 and associated goodwill as of June 30, 2025. Accordingly, GOe3 is not included in the Company’s current operations, and management’s current operating focus is on health technology, procurement, and strategic advisory services.

There were no material changes to our critical accounting policies and estimates during the interim period ended March 31, 2026, except that management continues to evaluate presentation and disclosure matters associated with the Company’s evolving revenue model, including the distinction between gross revenue, net revenue, margin-based revenue, and principal-versus-agent considerations under ASC 606. The Company expects to conform this disclosure to the final CPA and auditor-reviewed financial statements before filing.

The Company’s revenue during fiscal 2026 is expected to be generated primarily through Primecare Supply’s procurement activities and, to a lesser extent, GTLL Advisory’s consulting and advisory services. Primecare Supply generally earns transaction-based revenue by facilitating orders between licensed clinics and supplier/manufacturer relationships through the Company’s procurement ecosystem. GTLL Advisory is expected to earn consulting, advisory, and related service fees. The Company cannot guarantee that it will be successful in scaling these business operations or that current revenue trends will continue.

Cost of revenues may include supplier-related costs, technology platform costs, fulfillment-related costs, reseller or referral compensation, subcontractor costs, and other direct costs associated with the Company’s procurement, consulting, and advisory activities. The final classification of these amounts will be conformed to the completed March 31, 2026 financial statements.

For the nine months ended March 31, 2026, the Company’s revenue was $642,822, including $101,529 for the three months ended March 31, 2026. The Company’s revenue was primarily attributable to Primecare Supply and GTLL Advisory. Management expects the final presentation to conform to the Company’s ASC 606 analysis, including gross-versus-net and principal-versus-agent considerations.

For the nine months ended March 31, 2026, the Company’s revenue was primarily attributable to Primecare Supply and, as applicable, GTLL Advisory.

The Company’s current-period operating results reflect its strategic transition away from the prior 10 Fold Services wholesale model and toward a more diversified direct-to-clinic procurement and advisory platform. During fiscal 2025, the Company’s prior wholesale model was materially affected by changes in the GLP-1 compounding market and related FDA shortage dynamics. Management responded by shifting the operating focus to Primecare Supply, which is intended to operate through multiple supplier relationships, clinic-direct outreach, reseller/referral relationships, and a technology-supported ordering and payment workflow.

Management believes the new model may result in lower reported gross revenue than the prior wholesale model in certain periods, particularly if revenue is presented on a net or agent basis under ASC 606. However, management believes the model may provide better long-term economics if the Company can continue to expand clinic accounts, improve gross margin capture, reduce concentration risk, and build repeat purchasing volume through the Sinq Ops procurement platform. During the quarter ended March 31, 2026, Primecare Supply continued to focus on clinic acquisition, sales process refinement, supplier diversification, reseller management, and operating discipline.

Selling, general and administrative expenses and other operating expenses for the three and nine months ended March 31, 2026 reflect the Company’s public-company compliance costs, professional fees, subsidiary management costs, technology and software expenses, sales and marketing expenses, rent and office costs, and compensation-related expenses. Total operating expenses were $276,798 for the three months ended March 31, 2026 and $755,260 for the nine months ended March 31, 2026.

Selling, general and administrative expenses for the three and nine months ended March 31, 2026 reflect the Company’s public-company compliance costs, professional fees, subsidiary management costs, technology and software expenses, sales and marketing expenses, rent and office costs, and compensation-related expenses.

Other income and expenses for the three and nine months ended March 31, 2026 include interest expense and derivative liability adjustments. The Company reported $7,397 of interest expense for the three months ended March 31, 2026 and $22,771 for the nine months ended March 31, 2026, while carrying forward the prior derivative liability valuation.

Other income and expenses for the three and nine months ended March 31, 2026 may include interest expense, derivative liability adjustments, financing-related costs, and other non-operating items.

The Company expects to disclose income tax expense, if any, based on the final March 31, 2026 financial statements and related tax accounting review.

The Company reported a net loss of approximately $191,963 for the three months ended March 31, 2026, compared to net loss of approximately $193,297 for the three months ended March 31, 2025.

The net loss for the three and nine months ended March 31, 2026 was primarily attributable to operating expenses, professional fees, accrued compensation, interest expense, and other general and administrative costs incurred in connection with the Company’s ongoing public reporting obligations, subsidiary operations, and corporate restructuring activities.

During the period, the Company continued to incur costs associated with rebuilding its operating platform and developing two operating subsidiaries, Primecare Supply, LLC and GTLL Advisory Group, LLC. These costs included investments in management infrastructure, accounting and reporting processes, vendor and customer relationships, business development, and other startup-stage activities necessary to support the Company’s current operating model. As a result, the Company expects that losses may continue during the development and growth stage of these subsidiaries until revenue growth and gross profit are sufficient to absorb corporate overhead and operating expenses.

The Company has sought to fund these activities through operating revenue, limited private placements of preferred equity, and disciplined expense management, while limiting the use of additional debt financing and avoiding broad common stock issuances where possible. Management continues to evaluate operating performance separately from non-cash and non-operating items, including financing-related accounting entries, derivative liability adjustments, and other fair value adjustments that may impact reported results.

As of March 31, 2026, the Company reported cash and cash equivalents of approximately $38,178, compared with approximately $29,913 as of March 31, 2025.

Net cash used in operating activities was approximately $259,830 for the nine months ended March 31, 2026, compared with net cash provided by operating activities of approximately $302,506 for the nine months ended March 31, 2025. The change was primarily attributable to the Company’s ongoing investment in its operating subsidiaries, Primecare Supply, LLC and GTLL Advisory Group, LLC, as well as costs related to public-company compliance, professional services, technology systems, rent, payroll and accrued compensation, and other working-capital needs. During the nine months ended March 31, 2026, the Company continued to rebuild its operating platform and support the development of its current business model, which required cash expenditures before the subsidiaries reached sustained profitability.

Net cash provided by financing activities was approximately $229,900 for the nine months ended March 31, 2026, compared with net cash used in financing activities of approximately $150,340 for the nine months ended March 31, 2025. Financing activities during the nine months ended March 31, 2026 primarily reflected proceeds from the sale of Series P Preferred Stock, partially offset by repayment of a small related-party balance. During the nine months ended March 31, 2026, the Company issued and sold an aggregate of 230,000 shares of Series P Preferred Stock for aggregate cash proceeds of $230,000, consisting of 200,000 shares issued in August 2025 and 30,000 shares issued in February 2026.

Management believes the Company’s liquidity remains limited and dependent upon continued revenue growth from its operating subsidiaries, disciplined expense management, and, where necessary, additional financing through private placements or other capital sources. The Company intends to continue managing its cash resources carefully while supporting the growth of Primecare Supply, LLC and GTLL Advisory Group, LLC.

Neither inflation nor changing prices for the nine months ended March 31, 2026 had a material impact on our operations; however, management continues to monitor the impact of inflation, interest rates, vendor pricing, professional fees, rent, technology costs, and customer purchasing behavior on the Company’s operating subsidiaries.