RMSL 10-K & 10-Q changes, risk factors and insider trading
RemSleep Holdings Inc. · OTC · Services-Personal Services · CIK 1412126 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Other Income (Expense)”
Largest changes
“We recognized revenue and cost of goods of $203,718 and $960,457, respectively for the year ended December 31, 2023. Our cost of goods sold includes impairment expense of $738,113 for the write down of inventory on hand.”see in full comparison
“DeltaWave is positioned as a rescue mask for patients at risk of CPAP failure. Clinical evidence shows that approximately 30% of patients underwent a mask switch in the first year of therapy* Our strategy is to gain acceptance in the clinical community by rescuing more patients from failure. Once we prove our technology then it will open the new patient start segment. …”see in full comparison
“The nationwide sales team is meeting with customers to introduce the product. The average sales cycle for a Durable Medical Equipment company to onboard a new device is 3 months. The sales cycle includes sampling of product, training all staff that would deploy the device to patients and incorporating into their ERP their system. The initial customer reaction is positive, and all activities are underway building a funnel that will enable full success of DeltaWave and REMSleep Holdings Inc. We expect that we will start to see sales ramping up in Q2 2026. …”see in full comparison
“Since December 2025, REMSleep Holdings has achieved significant milestones to enable full launch of the DeltaWave Nasal Pillow System. In January 2026, we received an updated FDA 510K approval that significantly broadens DeltaWave's indicated use beyond home-based CPAP therapy to include institutional settings and a wider range of patient populations. Additionally, we created new configurations and resupply SKUs and were granted coding through Pricing, Data Analysis, and Coding (PDAC) giving approval for Medicare reimbursement of the entire product line. REMSleep Holdings Inc. …”see in full comparison
“A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. …”see in full comparison
Full comparison: every changed paragraph (28)
We are a Nevada corporation formed on June 6,
2007. Our headquarters are in Clearwater, FL. We have been engaged in our current business model since January 1, 2015.
We are a medicalNevada technologycorporation company focusedformed on June 6,
2007. Our headquarters are in Blackshear, GA. Our focus is on the development and commercialization of innovative and minimally invasive
solutions for patients with obstructive sleep apnea. Our officers
have 35 yearsdecades of sleep-industry experience, including having been employed
at sleep industry companies.companies and Durable Medical Equipment Providers. Our goal is to develop sleep products
that achieve optimum compliance
and comfort for CPAP patients.
Since December 2025, REMSleep Holdings has achieved significant milestones to enable full launch of the DeltaWave Nasal Pillow System. In January 2026, we received an updated FDA 510K approval that significantly broadens DeltaWave's indicated use beyond home-based CPAP therapy to include institutional settings and a wider range of patient populations. Additionally, we created new configurations and resupply SKUs and were granted coding through Pricing, Data Analysis, and Coding (PDAC) giving approval for Medicare reimbursement of the entire product line. REMSleep Holdings Inc. announced the commercial launch of DeltaWave product line on February 24, 2026.
The nationwide sales team is meeting with customers to introduce the product. The average sales cycle for a Durable Medical Equipment company to onboard a new device is 3 months. The sales cycle includes sampling of product, training all staff that would deploy the device to patients and incorporating into their ERP their system. The initial customer reaction is positive, and all activities are underway building a funnel that will enable full success of DeltaWave and REMSleep Holdings Inc. We expect that we will start to see sales ramping up in Q2 2026. We are in negotiation with a key hospital distributor to lead the launch of DeltaWave to hospitals and institutions throughout the United States.
DeltaWave is positioned as a rescue mask for patients at risk of CPAP failure. Clinical evidence shows that approximately 30% of patients underwent a mask switch in the first year of therapy* Our strategy is to gain acceptance in the clinical community by rescuing more patients from failure. Once we prove our technology then it will open the new patient start segment. The patented Direct Airflow Technology affects both inhalation by minimizing the “jetting” feeling making CPAP pressure feel greater to patients, and exhalation with decrease of resistance that eases the feeling of breathing out against CPAP pressure enabling a more carbon dioxide evacuation. This unique technology differentiates the DeltaWave solution from all other nasal pillow systems on the market. As sales start to build, we hope to kick off formal clinical user preference trial later this year.
In May 2017, we applied for a patent with the
US Patent and Trademark Office for our proprietary DeltaWave CPAP interface (“DeltaWave”), a new, innovative sleep apnea product
to act as an interface for the delivery of CPAP therapy and other respiratory needs. DeltaWave is a nasal-pillow type interface designed
to offer better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable
patients with sleep apnea to breathe normally.
Our officers have 35 years of sleep-industry experience,
including having been employed at sleep industry companies. Our officers invented the DeltaWave as an innovative new device to treat patients
with sleep apnea. The patent-pending DeltaWave device is a nasal-pillows type interface that will result in better comfort and, therefore,
better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe
normally.
A survey that appeared in DME Business found that
89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave
is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues
that continue to affect a patient’s ability to comply with treatment, as follows: does not disrupt normal breathing mechanics; is
not claustrophobic; causes zero work of breathing (WOB); minimizes or eliminates drying of the sinuses; uses less driving pressure; and
allows users to feel safe and secure while sleeping.
During the year ended December 31, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $16,721 and $12,707 respectively. For the year ended December 31, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $117,185 and $99,147, respectively. In 2025 we stopped selling our CPAP machines and started selling the DeltaWave.
We began to sell our ResPlus
CPAP system in the second quarter of 2022.
We recognized revenue and cost of goods of $117,185 and $99,147, respectively
for the year ended December 31, 2024. We saw a decrease in sales in the current period due to both the number of sales but also due to
fewer sales for multiple units.
We recognized revenue and cost of goods of $203,718
and $960,457, respectively for the year ended December 31, 2023. Our cost of goods sold includes impairment expense of $738,113 for the
write down of inventory on hand.
Professional fees were $114,865$84,300 and $116,362$114,865 for
the years ended December 31, 20242025 and 2023,2024, respectively, a decrease of $1,497,$30,565, or 1.3%.26.6%. Professional fees consist mostly of accounting,
audit and legal fees. In the current period we had a decrease of legal fees of $38,570. The decrease in legal fees was offset with a $2,000
and $6,005 increase in accounting and audit fees, respectively.
Compensation expense was $2,269,500 and $143,000 for the years ended December 31, 2025 and 2024, respectively, an increase of $2,126,500. Compensation was paid to our former CEO and was increased in 2025. In addition, in the current period we issued 1,600,000 and 400,000 shares of Series C preferred stock to our former CEO and Anita Michaels (COO and chairman and the sister of the former CEO), respectively, for a non-cash expense of $2,160,000.
Compensation expense was $143,000 and $172,000
for the years ended December 31, 2024 and 2023, respectively, a decrease of $29,000, or 16.9%. On June 1, 2023, Mr. Bird resigned from
all positions with the Company, this resulted in a $40,000 decrease to compensation expense. Our COO also increased his work hours for
an additional $11,000 of compensation expense.
Development expenses related to our DeltaWave
CPAP system was $187,445
$0 and $294,819$187,445 for the years ended December 31, 20242025 and 2023,2024, respectively, a decrease of $107,374 or 36.4%.$187,445. Our development
expenses has
have decreased in the current period as we gothave closer to completingcompleted the development, testingdevelopment and final FDA approvaltesting of our DeltaWave product.
Lease expense was $96,905$34,659 and $136,320$96,905 for the
years ended December 31, 20242025 and 2023,2024, respectively, a decrease of $39,415,$62,246, or 28.9%.64.2%. In the priorcurrent yearperiod thewe Company rented an apartment
used by Company personnel. The apartment washave a monthly,new, short-termless rental.expensive
lease, in a new location.
General and administrative expense (“G&A”) were $383,327 and $269,371 for the years ended December 31, 2025 and 2024, respectively, an increase of $113,956 or 42.3%. Our largest G&A expenses and increases for those expenses in the current period are $35,500 for outside salespeople, $12,136 of computer related expenses and $83,487 for consulting. These increases are offset by a decrease of investor relations expenses of approximately $34,000 and depreciation expenses of approximately $38,000.
Other Income (Expense)
Total other expense for the year ended December 31, 2025, was $252,528, which includes interest expense of $388,129 (includes $369,083 amortization of debt discount) and a loss on the issuance of convertible debt of $98,281. These expenses were offset by a gain in change in the fair value of derivatives of $233,882.
General and administrative expense (“G&A”)
were $269,371 and $295,402 for the years ended December 31, 2024 and 2023, respectively, a decrease of $26,031 or 8.8%.
Total other expense for the year ended December
31, 2023, was $6,196. Other expenses include interest expense of $7,090 and a gain on disposal of an asset of $894.
For the year ended December 31, 2025, we had a net loss of $3,020,300 as compared to a net loss of $1,077,997 for the year ended December 31, 2024.
For the year ended December 31, 2024, we had a net loss of $1,077,997
as compared to a net loss of $1,777,838 for the year ended December 31, 2023.
Cash used in operating activities for the year ended December 31, 2025 was $502,829 as compared to $683,057 cash used in operating activities for the year ended December 31, 2024.
Cash used in operating activities for the year
ended December 31, 2024 was $683,057 as compared to $791,329 of cash used in operating activities for the year ended December 31, 2023.
We did not use or receive any cash for investing
activities for the year ended December 31, 2025. Cash used in investing activities for the purchase of equipment and
tooling for the year
ended December 31, 2024 was $124,700 as compared to $147,628 of cash used in investing activities for the year ended
December 31, 2023.$124,700.
For the year ended December 31, 2025, we received
$254,000 from convertible notes payable. For the year ended December 31, 2024, we received
$225,000 from convertible notes payable and
repaid $93,000. We also received $420,000 from the sale of common stock. For the year ended
December 31, 2023, we repaid $183,931 of a related party loan.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Thesee in full comparisonthreesix months endedMarchJune31,30, 2026 compared to thethreesix monthsmonthsendedMarchJune31,30, 2025
The total other expense ofsee in full comparison$58,576,$125,792 for thethreesix months endedMarch 31,June 30, 2026, included$51,317$83,965 for interestexpense, of which $42,840 was for the amortization of debt discountexpense and a loss on issuance of convertible debt of$79,878.$94,454. These losses were partially offset by a$36,503$36,136 gain on conversion of debt and a $16,491 gain on the change in fair value ofderivatives and a gain on conversion of debt of $36,136.derivatives. The total other income of$45,827,$45,827 for thethreesix months endedMarchJune31,30, 2025, included $76,332 for interestexpense, of which $70,738 was for the amortization of debt discountexpense and a loss on the issuance of convertible debt of $85,867. These losses were offset by a $208,026 gain on the change in fair value of derivatives.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, we receivedreceived$35,000$50,000inforcash from the issuance of convertible notes payable.ForTogether with $80,420 attributable to common stock issued during thethreeperiod, netmonthscashendedprovidedMarchby31,financing2025,activitieswewasreceived $154,000 for the issuance of a convertible note payable.$115,420.
Professional fees weresee in full comparison$2,276$8,580 and $7,800 for the sixthreemonths endedMarchJune31,30, 2026 and 2025, respectively,aandecreaseincrease of$5,524$780 or70.8%.10.0%. Professional fees consist mostly of accounting, auditauditand legal fees.In the current period we had a decrease of accounting fees, accounting for most of the decrease.
Compensation expense wassee in full comparison$44,140$29,700 and $27,000 for thethreesix months endedMarch31,June 30, 2026 and 2025, respectively, an increase of$17,140$2,700 or63.5%.10.0%. Compensation was paid to our formerCEO. In addition, in the current period we also incurred compensation expense of $22,640CEO and$15,000to Ms. Michaels and Mr.Marshall, respectively.Marshall.
General and administrative expenses (“G&A”) weresee in full comparison$180,132$223,138 and $54,424 for thethreesix months endedMarchJune31,30, 2026 and 2025, respectively, an increase of$125,708$168,714 or321.0%.310.0%. OurOurlargest G&Aexpense and increases for thoseexpenses in the current periodareconsistapproximatelyprincipally$67,000 forof product expense and$29,500 forselling expense for payments to outside salespeople.
Full comparison: every changed paragraph (13)
The threesix months ended MarchJune 31,30, 2026 compared to the threesix months
months ended MarchJune 31,30, 2025
We had no revenue for the threesix months ended MarchJune 30,
31, 2026 and 2025.
Professional fees were $2,276$8,580 and $7,800 for the six
three months ended MarchJune 31,30, 2026 and 2025, respectively, aan decreaseincrease of $5,524$780 or 70.8%.10.0%. Professional fees consist mostly of accounting, audit
audit and legal fees. In the current period we had a decrease of accounting fees, accounting for most of the decrease.
Compensation expense was $44,140$29,700 and $27,000 for the three
six months ended
March 31,June 30, 2026 and 2025, respectively, an increase of $17,140$2,700 or 63.5%.10.0%. Compensation was paid to our former CEO. In addition, in the current
period we also incurred compensation expense of $22,640CEO and $15,000 to
Ms. Michaels and Mr. Marshall, respectively.Marshall.
Development expenses were $0 and $17,200 for the six
three months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $17,200. Our development expenses have decreased in the current period
period as we have completed the development and testing of our DeltaWave product.
Lease expenses were $4,800$6,200 and $24,891 for the six
three months ended MarchJune 31,30, 2026 and 2025, respectively, a decrease of $20,091$18,691 or 80.7%.75.1%. In the current period we have a new, less expensive
lease, in a new location.
General and administrative expenses (“G&A”)
were $180,132$223,138 and $54,424 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, an increase of $125,708$168,714 or 321.0%.310.0%. Our
Our largest G&A expense and increases for those expenses in the current period areconsist approximatelyprincipally $67,000 forof product expense and $29,500
for selling expense for payments to outside salespeople.
The total other expense of $58,576,$125,792 for the threesix months
ended March
31,June 30, 2026, included $51,317$83,965 for interest expense, of which $42,840 was for the amortization of debt discountexpense and a loss on issuance of
convertible debt of $79,878.$94,454. These losses were partially
offset by a $36,503$36,136 gain on conversion of debt and a $16,491 gain on the change in fair value of derivatives and a gain on conversion of debt
of $36,136.derivatives. The total other income of $45,827,
$45,827 for the threesix months ended MarchJune 31,30, 2025, included $76,332 for interest expense, of which
$70,738 was for the amortization of debt discountexpense and a loss on the issuance of convertible debt of
$85,867. These losses were offset
by a $208,026 gain on the change in fair value of derivatives.
For the threesix months ended MarchJune 31,30, 2026, we had a net
loss of $289,924
$393,410 as compared to a net loss of $85,488 for the threesix months ended MarchJune 31,30, 2025. The $234,572$307,922 increase to our net loss is
due to the reasons
discussed above.
Cash used in operating activities for the threesix months
months ended MarchJune 31,30, 2026, was $176,561 compared to $110,096 of cash used in operating activities for the three months ended March 31,
2025.$418,377.
For the threesix months ended MarchJune 31,30, 2026, we received
received$35,000 $50,000in forcash from the issuance of convertible notes payable. ForTogether with $80,420 attributable to common stock issued during the threeperiod,
net monthscash endedprovided Marchby 31,financing 2025,activities wewas received $154,000 for the
issuance of a convertible note payable.$115,420.
As of MarchJune 31,30, 2026, there is substantial doubt regarding
regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.
Refer to Note 2 to the Financial Statements for the three
six months ended
March 31,June 30, 2026, for a discussion of our critical accounting policies and our Form 10-K for the year ended December 31,
2025, for a full
discussion of our critical accounting policies and procedures.
RMSL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RMSL (13F)
None of the 59 investors we track reported a position in their latest 13F.