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

You should carefully consider the risks described below together with all of the other information included in this registrationannual statementreport before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information in this registrationannual statementreport and in other filings filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

Risks Related to Macroeconomics, COVID-19 RestrictionsPublic Health Emergencies and Other Conditions

A deterioration in economic conditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest rates, tariffs, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available credit, credit, the rate of inflation, and perceptions of the economy, as well as other factors, such as terrorist attacks, protests, looting, and other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and other epidemics), extreme weather conditions and climate change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and the emerging military conflict in IsraelIran and Gazaother parts of the Middle East) and/or public policy, including increased state, local or federal taxation, could adversely affect our operating results and financial condition. condition.In 2025, persistent inflation and supply chain disruptions in regions like Latin America and Southeast Asia, where we expanded our operations, amplified these risks, potentially leading to higher operational costs and delayed shipments of regenerative products.

Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due to their impact on the global economy and demand for our regenerative products; the imposition of protective public safety measures, such as shutdowns and restrictive health mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting in interruptions to our business and the supply of current products and offering of existing services, and delays in production ramps of new products and development of new services. Although the acute phase of COVID-19 has subsided, emerging variants or new global health threats could impose similar restrictions, particularly in our key international markets, affecting clinic openings and physician training events.

In addition to an adverse impact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other channel partners, and developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency. For instance, reliance on third-party suppliers for components in our Cancún manufacturing facility exposes us to risks of material shortages amid global trade tensions.

Adverse economic conditions can also lead to increased credit and collectability risk on our trade receivables; the failure of derivative counterparties and other financial institutions; limitations on our ability to issue new debt; reduced liquidity; and declines in the fair values of our financial instruments. These and other impacts can materially adversely affect our business, results of operations, financial condition and stock price. Expanded operations in emerging markets like Brazil and Pakistan heighten these risks due to local economic instability and currency volatility.

All of our revenue comes from customers outside of the United States. Any US company conducting foreign business is always subject to economic, political and regulatory uncertainties and risks that are unique to each area of the world. Fluctuations in exchange rates may also affect the prices that foreign customers are willing to pay, and may put us at a price disadvantage compared to other competitors. Potentially volatile shifts in exchange rates may negatively affect our financial position and results. In 2025, our expansions into markets like Puerto Rico, Argentina, the Dominican Republic, Brazil, and Pakistan increased our exposure to currency devaluations and economic policies in these regions, potentially impacting pricing competitiveness and revenue stability.

These challenges include: (1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) the difficulties involved in managing an organization doing business in many different countries; (4) rapid changes in government policy, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) currency exchange rate fluctuations. Our growing presence in politically volatile regions, such as the Middle East with delayed Dubai facility plans, amplifies risks of regulatory shifts, geopolitical tensions, and operational disruptions.

The Company was incorporated under the laws of the State of Nevada in 1999 but has only recently acquired Global Stem Cells Group Inc., under which it conducts its current operations. Accordingly, the Company has only a limited operating history with which you can evaluate its business and prospects. An investor in the Company must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies, including limited capital, delays in product development, government regulations, possible marketing and sales obstacles and delays, inability to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services to customers. The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could have a material adverse effect on its business. Since the 2021 acquisition, our rapid international expansions and manufacturing scale-up in 2025 introduce additional complexities in scaling operations sustainably.

The report of our independent registered public accounting firm with respect to our financial statements as of December 31, 20242025 and for the year then ended indicates that our financial statements have been prepared assuming that we will continue as a going concern. The report states that, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Our plans in regard to these matters are described in Note 2 to our audited financial statements as of December 31, 20242025 and 20232024 and for the years then ended. If we are not able to continue as a going concern, investors could lose their investments. Ongoing investments in clinic networks and R&D, amid delayed facility launches like Dubai, may exacerbate cash flow pressures if revenue growth lags.

Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We cannot guarantee that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs. Capital-intensive projects, such as the Cancún manufacturing expansion and potential U.S. entry, heighten dependence on external financing amid volatile markets.

We will use cash to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations and other purposes. As a result of these obligations, our current liabilities may exceed our current assets. We may need to take on additional debt as we expand our presence in the global stem cell industry, which could increase our ratio of debt to equity. The need to service our debt may limit funds available for other purposes and our inability to service debt in the future could lead to acceleration of our debt and foreclosure on assets. Increased debt from funding 2025 clinic launches and product innovations could strain resources if international revenues fluctuate.

The lending documents restrict, and any agreements governing future indebtedness may restrict, our ability to dispose of assets and use the proceeds from any such dispositions. We cannot guarantee we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet indebtedness service obligations when due. Restrictions in debt agreements may limit flexibility in responding to operational delays, such as those experienced with the Dubai facility.

As with all new technologies, products, practices and solutions, there are inheritinherent risks related to our industry and business.

The field of stem cell therapy is relatively new, and not yet widely adopted by the medical community, and because of that infancy, it may have an adverse effect on our ability to reach potential physicians that are skeptical of the benefits or have questions about the risks, and thus, we may run into resistance in the marketing of our products and services. Stem cell therapies may be susceptible to various risks, including side effects, unintended immune system responses, inadequate therapeutic efficacy, and lack of acceptance by physicians, hospital, and the patients themselves. Evolving research on exosomes and peptides, as pursued in our 2025 R&D, adds uncertainty regarding long-term safety and efficacy data.

Our experience and others have shown that physicians are historically slow to adopt new treatment methods based on new technologies, like ours, when existing and trusted methods continue to be supported by established practitioners. Overcoming these obstacles often requires significant marketing expenditures, product performance, cost cutting and/or decreased pricing. We believe the skepticism to be a significant barrier as we attempt to gain market penetration with our products and services. Failure to achieve market acceptance of our products and services would have a material adverse effect on our financial condition. Physician training via ISSCA may mitigate this, but resistance in new markets like South Asia could slow adoption.

Additionally, part of our success will depend on continuing to establish and maintain effective strategic partnerships and collaborations with our international partners, which may impose challenges, restrictions, and or financial impacts to our business. Partnerships in 2025, such as with Njinsky Medical Centre in Pakistan, introduce dependencies on partner performance and local market dynamics.

As we apply our business strategy of establishing and maintaining strategic relationships, we believe this will allow us to expand and complement our products, training, support and commercialization capabilities. This we believe will allow us to reduce costs with greater economies of scale, and leverage a greater source of market intelligence, with crucial meta data gathered of Stem Cell Therapies applied to a full spectrum across global applications. Notwithstanding, there can be no assurances that we will favorably maintain all current or successfully add new relationships to successfully advance our business. Cultural and operational differences in diverse regions could strain these alliances.

The development of new cell therapy products is a highly risky undertaking, and there can be no assurance that any future research and development efforts we may undertake will be successful. Our potential products will require extensive additional research and development and perhaps regulatory approval before any commercial introduction. There can be no assurance that any future research, development and clinical trial efforts will result in viable products or meet efficacy standards. Innovations like Peptide Pens and advanced exosome formulations in 2025 require ongoing validation, with potential setbacks in clinical studies delaying commercialization.

In our global cell therapy operations, we face competitors in many different segments of our business models. We face intense competition from companies with much larger capital resources than us, and, as a result, we could struggle to attract customers and gain market share. Some of our existing or future competitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes in the industry or the economy as a whole. We will strive to advance our products and technology in each of these sectors ahead of our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and to compensate employees competitively. We face significant competition in several aspects of our business, and such competition might increase, particularly in the market for regenerative therapies. Emerging players in peptides and exosomes could erode our leadership if they secure faster regulatory approvals or superior distribution.

We believe that we have competitive strengths and protection via our depth of services and products, and our continually expanding global footprint, that we offer in the regenerative medicine field, including, but without limitation to, cell therapy products, isolation systems, physician training, laboratory build outs, medical tourism, and more. Our integrated model, including Cellgenic products and ISSCA training, differentiates us, but copycat full-service providers could emerge.

Furthermore, we compete by becoming a resource, creating standards of practice, advancing the Stem Cell field in general, and by connecting associates and partners in many different aspects of the business. Collaborative events like the 2025 Global Summit foster this, but intellectual property leaks in partnerships pose risks.

In order to expand our solutions, services, and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe are complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate the business and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls, policies and procedures; 2) diversion of management’s attention from other business concerns; 3) entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients or key personnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities; and, 9) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related to internal control over financial reporting and the time and cost associated with remedying such deficiencies. If we fail to successfully integrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve projected results or support the amount of consideration paid for such acquired businesses. Future acquisitions to bolster our network, like potential U.S. entries, could face integration challenges in diverse regulatory environments.

Our future financial results will depend in part on our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth in new markets could have a significant negative impact on our business, financial condition and results of operations. Rapid 2025 expansions into South America and Asia strain management resources, risking operational inefficiencies.

A reduction in the performance, reliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users and our business would be materially harmed. Reliance on digital platforms for ISSCA online training in 2025 heightens cybersecurity vulnerabilities.

Our sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful. Delays in Dubai facility, now pushed to 2026, exemplify execution risks in strategic expansions.

Detection of any significant defects in our regenerative medicine products that we sell or failure in our quality control procedures or the quality control procedures of our suppliers may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion of development resources, injury to our reputation and restrictions imposed by governmental agencies. The costs we may incur in correcting any product defects may be substantial and we may not be able to identify adequate remedies, if required. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail and/or our suppliers, would be time consuming and costly to defend, and if we and/or our product suppliers do not prevail, could result in the imposition of a damages award. We presently do not maintain product liability insurance and we are therefore exposed to claims without the benefit of insurance. New products like Peptide Pens increase liability risks if manufacturing flaws lead to adverse patient outcomes.

The medical industry is subject to stringent regulation by a wide range of authorities. Although Stem Cell therapy is heavily regulated in the US by the Food and Drug Administration, we do not focus our business portfolio in U.S. markets. To this end, we have suspended operations in the U.S. As such, we are not constrained by FDA regulatory jurisdictions. We now operate exclusively in countries where clear regulatory pathways to manufacturing and practice exist. Our Cofepris-accredited Cancún facility exemplifies compliance, but evolving standards in Mexico or new markets could necessitate additional approvals.

However, while we are not presently required to obtain regulatory approval in regulated markets, such as the U.S., to create, market and sell our products and services we cannot predict whether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained, whether for the products and services that we have commercialized or may attempt to develop. Should such regulatory approval in the future be required, our products and services may be suspended or may not be able to be marketed and sold until we have completed the regulatory clearance process as and if implemented by the FDA or similar foreign regulatory entities. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources. Potential U.S. re-entry plans in 2026 hinge on FDA evolutions, with delays risking revenue opportunities.

We cannot ensure that any products and services developed by us will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our products and services where such clearance is necessary. There can be no assurance we will obtain regulatory approval of our products and services that may require it. International variances, like in Dubai’s regulatory delays, underscore compliance challenges.

We intend to rely on patent protection, trade secrets, technical know-how and continuing technological innovation to protect our intellectual property, and we expect to require any employees, consultants and advisors that we may hire or engage in the future to execute confidentiality and assignment of inventions agreements in connection with their employment, consulting or advisory relationships. There can be no assurance, however, that these agreements will not be breached or that we will have adequate remedies for any such breach. Proprietary protocols for exosomes and peptides are vulnerable to reverse engineering in competitive markets.

Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may develop intellectual property competitive with ours. Our competitors may independently develop similar technology or otherwise duplicate our products and services. As a result, we may have to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is particularly expensive, time-consuming, diverts the attention of management and technical personnel and could result in substantial cost and uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit our ability to produce and/or market our products and services in the future and would likely have an adverse effect on any revenues we may in the future be able to generate by the sale or license of such intellectual property. Global expansions increase infringement risks in regions with lax IP enforcement.

We are subject to the Foreign Corrupt Practices Act (FCPA), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective and our employees, consultants, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. Operations in emerging markets heighten FCPA scrutiny through local partnerships.

Our success is highly dependent upon the continued services of our Chief Executive Officer, David Christensen. The loss of Mr. Christensen’s services would have a material adverse effect on the Company and its business operations. Dependence on key personnel extends to scientific leaders driving R&D initiatives.

The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required. Talent shortages in regenerative medicine could hinder expansions.

In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock. Financing for manufacturing scale-up or acquisitions could involve such dilutive issuances.

We may issue additional shares of our common stock, preferred stock, options and warrants in the future. The issuance of a substantial amount of common stock, options and warrants could have the effect of substantially diluting the interests of our current stockholders. In addition, the sale of a substantial amount of common stock or preferred stock in the public market, or the exercise of a substantial number of warrants and options either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration or by investors who acquired such common stock in a private placement could have an adverse effect on the market price of our common stock. Potential equity raises for 2026 expansions could amplify dilution.

We are a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors to analyze the Company’s results of operations and financial prospectusprospects in comparison with other public companies.

Revenue increased by 70.44% 24.17% in the amount of $1,697,541 $992,821 for the year ended December 31, 2024,2025, compared to the same period in 2023.2024. 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 Weto experiencedseek and attract more leadAffiliates. generationInvesting heavily in 2023ISSCA increasingevents equipment,global products,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 sales in regions like Southeast Asia and the Middle East. The opening of the Cancun facility in the second half of 2022 also increased sales by providing a facility for physicians to come for training and perform patient procedures.programs.

Advertising and marketing fees decreasedincreased by $20,558$260,267 for the year ended December 31, 2024,2025, compared to the year ended 2023,2024, primarily due to aan decrease in advertisingincrease by Global Stem Cells Group in international Group.campaigns and promotions across divisions, including digital efforts for Cellgenic products, Cellular treatments, and ISSCA events.

Professional fees increased by $372,162$265,707 for the year ended December 31, 2024,2025, compared to the year ended 2023,2024, primarily due to expansionan ofincrease theby CancunGlobal facility.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 decreasedincreased by $89,543$60,508 for the year ended December 31, 2024,2025, compared to the year ended 2023,2024, primarily due to aexpanding five-yearfacilities leaseto extensionsupport onincreased theoperations in CancunCellular facility.and Cellgenic, plus ISSCA logistics.

Investor relations increased by $43,193$27,807 for the year ended December 31, 2024,2025, compared to the year ended 2023,2024, primarily due to an agreement with an investor relation firm in February 2024.May 2025.

General and administrative expense increased by $45,790$321,713 for the year ended December 31, 2024,2025, compared to the year ended 2023,2024, primarily due to Cancunexpenses renovations.associated with expansion of clinic and travel due to more international events.

We expect our overall operating expenses to increase into 20252026 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. The opening of a new clinic on November 23, 2024, in Dubai, UAE will also increase our operating expenses with a new lease of property, staff, equipment and other expenses associated with this growth initiative.

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 secured promissory notes with an aggregate principal amount of approximately $16,144,442 that have matured and are in default. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $1,629,428$1,157,935 that have matured and are currently in default.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.

TheIn accordance with FASB ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies a performance obligation by transferring control overof a productpromised good or service to a customer or as services are performed.customer. Revenue is measured based on the consideration the Company receivesexpects to receive in exchange for those productsgoods or services.

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 innovationinnovation.

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During the threesix months ended MarchJune 31,30, 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. Early digital initiatives, including development of the ISSCA AI Platform and mobile application, also progressed as planned.

These Q1 accomplishments reflect the strength of our synergistic business model — where education drives physician adoption, Cellgenic supplies high-margin recurring products, 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,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 20252025, 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 2026.2026

Below is a summary of the results of operations for the three months ended MarchJune 31,30, 2026, and 2025.

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Revenue increased by 93.45%309.02% in the amount of $1,275,012 $3,039,245 for the three months ended MarchJune 31,30, 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.

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 showsshowed a 69% increase in revenuerevenue, 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 MarchJune 31,30, 2026, and 2025:

Operating expenses increased by 89.97%140.72% in the amount of $727,774$1,176,275 for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:

Advertising and marketing fees increased by $233,726 $398,998 for the three months ended MarchJune 31,30, 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 $196,422for$344,584for the three months ended MarchJune 31,30, 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 $45,880 $35,978 for the three months ended MarchJune 31,30, 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 $21,500$15,000 for the three months ended MarchJune 31,30, 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 $230,246$411,715 for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.

Other expenses decreasedincreased by $211,058$2,277,960 for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $729,897 and$570,896, an increase of $566,802$607,530 of interest on promissory notes offsetand byan $1,084,492increase of $1,099,534 change in the fair value of derivative liability.

We had interest expense of $2,190,549$2,233,797 and $895,850 $1,055,371 for the three months ended MarchJune 31,30, 2026, and 2025, respectively.

We recorded a net loss of $876,274$2,905,473 for the three months ended MarchJune 31,30, 2026, as compared with a net loss of $760,039$1,443,577 for the same period in 2025.

The following is a summary of the cash and cash equivalents as of MarchJune 31,30, 2026, and December 31, 2025.

Below is a summary of our cash flows for the three six months ended MarchJune 31,30, 2026, and 2025.

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Net cash provided by operating activities was $102,124 $434,098 during the threesix months ended MarchJune 31,30, 2026, and consisted of a net change in operating assets and liabilities of $1,235,300 $2,515,524 offset by non-cash items of 256,901$1,134,499 and a net loss of $876,274$3,215,925 The non-cash items for the threesix months ended MarchJune 31,30, 2026, consisted of depreciation and amortization expenses of $729,897,$188,504, amortization of debt discount of $97,694$1,075,041 and offset by change in fair value of derivative liabilities of $1,084,492.$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.

Net cash used in investing activities was $315,394 $358,893 and consisted of the purchase of property and equipment associated with the Cancun facility for the threesix months ended MarchJune 31,30, 2026.

Net cash provided by financing activities was $318,000 $291,381 and consisted of a Promissory Debentures with a lender in the amount of $350,000$686,957 net discount in the amount of $32,000$58,957 and advances received in 2025 for the three six months ended MarchJune 31,30, 2026.

At MarchJune 31,30, 2026, we had limited cash of $1,061,448, $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.

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 $76,241,785$79,484,265 and a working capital deficit of $36,639,004$40,328,417 as of MarchJune 31,30, 2026, and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

As of MarchJune 31,30, 2026, the Company had no off-balance sheet arrangements.

Our critical accounting policies have not materially changed during the quarter ended MarchJune 31,30, 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.

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