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

We have a limited operating history under our restructured asset-light franchise model, which makes it difficult to evaluate our forward performance and increases the risk of your investment.

Following a comprehensive corporate restructuring finalized during the fiscal year ended March 31, 2026, the Company ceased its legacy owner/operator back pain clinic model, rebranded its operational infrastructure to OnCore Longevity Centers, and transitioned exclusively into a pure-play, asset-light international franchising platform. While our corporate predecessor commenced clinical operations in February 2024, we have no meaningful operating history under our current commercial architecture, which relies on licensing our intellectual property to Area Development Managers (ADAs) and independent franchise partners across 55 newly segmented North American territories.

Consequently, any evaluation of our historical financial statements, clinical operational metrics, or legacy revenue streams is unrepresentative of our forward-looking corporate trajectory. Investors cannot rely on our past performance to predict future operational velocity, store-opening cadences, or royalty-generating capacity. Our long-term commercial viability must be judged solely on our ability to execute this unproven franchise model, which introduces significant execution risks, including our capacity to:

Because our new model is structurally dependent on the entrepreneurial execution, capital liquidity, and local marketing success of independent third-party operators, we cannot assure investors that our flagship launch in Regina, Saskatchewan in September 2026, or any subsequent regional openings, will achieve commercial traction or sustained subscriber retention. If our target market of affluent consumers aged 40 and older fails to adopt our private-pay, cash-based longevity programming at the scale we anticipate, or if our franchise rollout experiences systemic regulatory or construction delays, our new business model may fail.

As a result, our corporate scaling remains subject to all the financial instability, operational pivots, unpredicted expenses, and regulatory bottlenecks encountered by early-stage, unproven concepts, increasing the speculative nature of your investment and potentially resulting in the total loss of your capital.

We have a history of net losses and can give no assurance that we will achieve or sustain corporate profitability under our rebranded OnCore Longevity platform.

Since inception, we have engaged primarily in research and development, corporate restructuring, brand engineering, and the systematic design of our international franchise infrastructure. As a result, we have a history of net losses, including a significant accumulated deficit as of March 31, 2026. These historical losses were primarily driven by the high capital expenditures and heavy fixed operating costs required to maintain our legacy, owner-operated back pain clinical sites, coupled with the administrative overhead associated with managing a publicly traded entity.

While we have terminated legacy clinical operations and transitioned to an asset-light, pure-play franchising model under the OnCore Longevity Centers brand, we expect to continue to incur significant corporate expenses moving forward. Operating expenses will increase as we expand our North American footprint, enhance custom data-routing APIs, protect pending trademarks with the USPTO and CIPO, and deliver marketing support to our Area Development Managers (ADAs). As a public company listed on the OTCQB market, we will also face substantial, non-negotiable legal, auditing, and regulatory filing costs to maintain compliance with SEC and FINRA requirements.

Consequently, to achieve and sustain corporate profitability, we must generate substantial revenues from our new franchise channels. Our forward-looking financial viability is entirely dependent on the velocity and success of our territory rollouts. We must successfully obtain upfront Initial Franchise Fees across our 50 designated United States and 5 Canadian regional markets and rapidly capture high-margin, recurring monthly Royalty Payments from operational centers.

Because we are in the earliest stages of network deployment, we cannot assure you that we will ever achieve or sustain profitability. Our inaugural Canadian flagship center in Regina, Saskatchewan, is not scheduled to commence commercial operations until September 2026, meaning we will generate no active subscription royalty streams from this location until that time. Our ability to capture revenue is subject to numerous factors beyond our direct corporate control, including:

If we are unable to sell franchise territories at the rate we anticipate, or if individual franchise locations fail to retain a stable, low-churn subscriber base, our revenue will be insufficient to offset corporate overhead. A failure to achieve or maintain profitability would severely depress our corporate valuation, impair our ability to raise additional expansion capital, and could ultimately force us to cease operations, rendering your common stock worthless.

We are substantially dependent on our Area Development Managers (ADAs) to build out designated North American territories and recruit qualified sub-franchisees.

Under our asset-light corporate growth strategy, the expansion of the OnCore Longevity Centers brand across our 55 designated North American markets (50 regional territories in the United States and 5 master territories in Canada) depends heavily on the operational execution, financial capacity, and recruitment velocity of our Area Development Managers (ADAs). Rather than managing a corporate-owned pipeline of regional storefronts, we delegate localized marketing, franchise lead generation, and regulatory quality audits to these independent partners. Consequently, our corporate scaling, upfront franchise fee liquidation, and recurring royalty revenue are structurally tied to the performance of a decentralized network of third-party stakeholders.

This structural dependence introduces significant operational risks that could materially and adversely affect our financial standing:

Furthermore, because our corporate architecture contractually guarantees ADAs a substantial percentage of upfront franchise fees and a recurring monthly share of gross revenue Royalty Payments generated within their borders, any litigation or contractual dispute with a master territory manager could freeze revenue distributions and trigger severe legal expenses. If our ADAs do not successfully execute their regional build-out strategies, our corporate revenue streams will be severely restricted, forcing us to compress our international rollout plans and materially harming our shareholders' investment value.

Our future growth depends almost entirely on our ability to identify, attract, and retain experienced personal trainers as successful local franchise owner-operators.

Our corporate growth strategy is engineered around a highly specialized franchisee profile. Rather than sourcing passive institutional investors, our Area Development Agreement (ADA) framework focuses on identifying, attracting, and converting experienced, independent personal trainers and elite fitness professionals into owner-operators of our standardized OnCore Longevity Centers. Consequently, the velocity of our store-opening pipeline, the operational integrity of our facilities, and the expansion of our recurring royalty streams depend almost entirely on our capability to continuously recruit and retain this specific cohort of professionals.

This deep structural reliance on individual fitness professionals exposes the Company to unique human capital vulnerabilities and competitive risks:

If we cannot continuously identify, attract, and retain highly qualified personal trainers who possess both the operational passion and economic capacity to become successful franchise operators, our business, financial condition, and forward-looking international rollout plan will be materially and adversely affected.

We face intense competition from boutique fitness chains, emerging longevity centers, medical anti-aging clinics, and direct-to-consumer health and nutrition software applications.

The global market for health, wellness, and healthy lifespan optimization is highly fragmented, intensely competitive, and characterized by rapid technological advancement and shifting consumer preferences. As the global longevity macro-economy expands toward an estimated $67 billion by 2035, we face aggressive competition across multiple distinct business verticals. Our OnCore Longevity Centers franchise network operates at the cross-disciplinary intersection of boutique fitness, clinical anti-aging, and consumer digital health markets, competing for both high-performing franchise partners (experienced personal trainers) and affluent consumer clients (adults aged 40 and older).

Our primary competitive threats are distributed across four key market segments, each presenting unique challenges to our market share and corporate growth velocity:

Our capability to generate market dominance depends on our capacity to continuously prove that our integrated 4-Pillar Model delivers superior, data-backed biological outcomes (validated via our multi-vector EGYM BioAge interface) than those offered by fragmented fitness or digital competitors. If we fail to successfully counter these multi-layered competitive forces, our franchise network expansion will stagnate, our recurring royalty streams will diminish, and our corporate standing will be materially and adversely harmed.

We may require additional capital to fund our corporate infrastructure, technology development, and international brand marketing, which capital may not be available on favorable terms, or at all.

To support our restructured pure-play franchising strategy, execute our international rollout, and maintain our public reporting infrastructure, the Company may require capital injections exceeding our current cash reserves. While our asset-light model shifts local center capital expenditures onto our Area Development Managers (ADAs) and sub-franchisees, our corporate framework still demands substantial, front-loaded operational expenditures. We anticipate corporate cash burn will persist as we scale core capabilities, including:

We intend to fund operations primarily through upfront Initial Franchise Fees and ongoing recurring gross revenue Royalty Payments. However, because we are in the earliest stages of network deployment - with our inaugural Canadian flagship center in Regina, Saskatchewan, not scheduled to initiate commercial onboarding until September 2026 - short-term organic revenue may be insufficient to offset centralized costs, necessitating external financing.

We cannot assure you that financing will be available when needed on acceptable terms, or at all. The capital markets for early-stage micro-cap companies are subject to extreme volatility and changing interest rate environments. If we raise funds through issuing common stock or convertible preferred equity, existing shareholders will experience immediate dilution, and new securities could possess rights senior to our common stock. Conversely, if we incur debt financing, we will face fixed repayment schedules, interest expenses, and restrictive covenants that could limit management agility or require us to grant senior security liens over our core intellectual property and software code.

If we are unable to obtain adequate capital reserves, we will be forced to restrict, delay, or halt our domestic and international franchise rollout. We might also be required to reduce local marketing support, defer AI database optimizations, or fail to maintain compliance filings with the SEC and FINRA, which would cripple our competitive positioning and have an immediate material adverse effect on your investment.

Our business strategy relies on a strict private-pay, cash-based consumer subscription framework, and any shift in consumer willingness to pay out-of-pocket for health span optimization could materially harm our revenue.

A core operational component of the OnCore Longevity Centers model is our absolute isolation from third-party medical insurance networks, government healthcare programs, and employer-sponsored wellness benefits. Our franchise locations operate strictly on a private-pay, cash-based recurring consumer subscription framework. While this structural choice insulates our corporate balance sheet and individual franchise units from the administrative burdens and delayed accounts receivable collections associated with insurance models, it simultaneously exposes our revenue pipeline to direct fluctuations in consumer discretionary spending and shifting behavioral definitions of healthcare.

Because our clients must pay for their longevity subscriptions entirely out-of-pocket, our commercial traction depends completely on the consumer's willingness to prioritize preventative wellness, safe physical conditioning, and automated nutritional mapping within their household budgets. Our target consumer segment consists of affluent adults aged 40 and older who possess considerable discretionary capital. However, preventative longevity programming - such as our integrated 4-Pillar Model - is frequently perceived by consumers as a non-essential, premium lifestyle service rather than a non-discretionary medical necessity, introducing critical revenue vulnerabilities:

If macroeconomic pressures or changing consumer health trends reduce the willingness of adults over 40 to fund preventative longevity programming out-of-pocket, local unit economics will deteriorate, franchise territory expansion will stall, and our corporate financial condition will be materially and adversely harmed.

We rely completely on third-party technology providers and infrastructure - specifically EGYM smart circuits and Google Gemini AI systems - and any technical disruption, pricing adjustments, or termination of these integrations would severely cripple our operations.

A foundational element of our pure-play, asset-light franchising platform is our deep operational reliance on advanced, third-party technology infrastructure. Rather than developing proprietary heavy machinery or training foundational large language models (LLMs) in-house, the Company has built its OnCore Longevity Centers model on top of enterprise solutions provided by third-party technology partners. Specifically, our physical locations are built around fully automated EGYM smart-strengthening hardware circuits, and our Pillar 2 (Precision Nutrition) platform utilizes custom data-routing APIs linked directly to the Google Gemini AI ecosystem.

This complete structural dependence on third-party technology providers exposes the Company, its Area Development Managers (ADAs), and its franchise partners to severe single-point-of-failure vulnerabilities, data tracking risks, and commercial liabilities entirely outside of our direct corporate control:

Furthermore, any public technological failure, data protection lapse, or regulatory enforcement action targeting either EGYM or Google would cast direct consumer suspicion over our network's integrity, driving brand degradation. Because we rely completely on these external tech frameworks to run our 4-Pillar Model, any structural breakdown, cost escalation, or contract disruption involving these key vendors would immediately cripple our day-to-day operations, dry up our franchise royalty streams, and destroy our core corporate valuation.

We collect, store, and process sensitive client biometric and physical metrics, exposing us to stringent, rapidly evolving data privacy laws and potential cybersecurity liabilities.

Our technology platform and international franchise network are structurally dependent on the continuous ingestion, transmission, and longitudinal analysis of highly sensitive personal and biological data. To deliver our 4-Pillar Model and verify biological improvements, our centers capture body composition metrics via the InBody 770 Bioelectrical Impedance Analysis (BIA) scanner, while our camera-guided EGYM Hub physical interfaces execute skeletal alignment and musculoskeletal mobility scans, streaming raw physiological markers directly into our cloud servers to compute clients' multi-vector EGYM BioAge scores.

The collection, processing, and retention of these biological data vectors subject the Company, its Area Development Managers (ADAs), and its franchise operators to complex, overlapping data privacy frameworks. Non-compliance carries severe legal risks and financial liabilities:

Our multi-state and cross-border expansion into Canada exposes the Company to highly complex, variable, and strictly enforced federal, state, and provincial franchise disclosure and relationship laws.

As an international franchisor expanding the OnCore Longevity Centers footprint across 55 segmented North American markets (50 regional territories in the United States and 5 master territories in Canada), the Company operates within an intricate, heavily policed regulatory matrix. The marketing, offer, sale, and relationship management of our territory developments are strictly governed by overlapping legislative bodies, introducing distinct legal vulnerabilities that could restrict our expansion or drain working capital:

Because our first international training hub and shared facility sub-lease are located at 4057 Albert Street in Regina, Saskatchewan, any compliance failure or documentation delay under the newly enacted Saskatchewan framework could trigger immediate local rescission actions, freeze our Canadian master territory rollout, and inflict severe, unbudgeted financial losses that would devalue our public stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Year Ended March 31, 2026 and 2025.

Revenues for the year ended March 31, 2026 and 2025 was $0 and $1,294, respectively, a decrease of $1,294, or 100%. The decrease in revenues in the current year resulted due to our decision to terminate our operating lease effective June 30, 2024.

Compensation expense for the year ended March 31, 2026 and 2025 was $20,000 and $133,574, respectively, a decrease of $113,574, or 85%. Compensation expense decreased in the current year primarily due to no stock-based compensation being recognized for employees whereas the comparable period included $100,000 of stock-based compensation to the Company’s Chief Executive Officer as well as the elimination of wages to employees in the current year that resulted from our decision to terminate our operating lease effective June 30, 2024.

Advertising expense for the year ended March 31, 2026 and 2025 was $1,209 and $7,087, respectively, a decrease of $5,878, or 83%. Advertising expense decreased in the current year due to our decision to terminate our operating lease effective June 30, 2024.

Depreciation and amortization expense for the year ended March 31, 2026 and 2025 was $8,735 and $11,492, respectively, a decrease of $2,757, or 24%. Depreciation decreased in the current year primarily due to the sale of property and equipment in July 2025 and March 2026.

Impairment of property and equipment expense for the year ended March 31, 2026 and 2025 was $0 and $3,799, respectively, a decrease of $3,799, or 100%. No impairment was recognized in the current year whereas the comparable period included an impairment of property and equipment in June 2024.

The net loss for the year ended March 31, 2026 and 2025 was ($226,708) and ($330,985), respectively, a decrease in the net loss of $104,277, or 32%. The net loss for the current year decreased primarily due to lower compensation expense, partially offset by higher professional fees.

Net cash used in operating activities for the year ended March 31, 2026 and 2025 was $194,751 and $191,027, respectively, an increase of $3,724, and resulted primarily from a decrease in share-based compensation expense of $98,000 and a decrease in accounts payable and accrued expenses of $16,612, partially offset by a decrease in the net loss of $104,277.

Net cash provided by (used in) investing activities for the year ended March 31, 2026 and 2025 was $33,849 and ($5,685), respectively, a change of $39,534, and resulted from an increase in proceeds from the sale of property and equipment of $32,906 and decreases in purchases of property and equipment of $3,869 and intangible assets of $2,759.

Net cash provided by financing activities for the year ended March 31, 2026 and 2025 was $203,901 and $186,505, respectively, an increase of $17,396, and resulted primarily from an increase in proceeds from the sale of common shares of $93,000, partially offset by a decrease in net advances received from the Company’s directors of $65,121 and repayments of advances of $9,983 to the Chief Executive Officer.

As of March 31, 2026, we had $43,449 in cash and $244,837 in current liabilities resulting in a working capital deficit of $201,388

Revenues for the three months ended June 30, 2026 and 2025 was $1,000 and $0, respectively. Revenue recognized during the three months ended June 30, 2026 consisted of a one-time franchise fee of $1,000 received pursuant to a franchise agreement entered into during the period with Degco Fitness Ventures Ltd., a related party entity controlled by the Company’s President and Chief Executive Officer.