Regenerative Medical Technology Group Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-15.
0001213900-24-032991
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-04-15.
0001213900-25-032016
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 64 current paragraphs.
39 unchanged; 16 reworded; 9 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
We have also added new regenerative products that are expected to further increase revenue. In August 2024, we introduced our new line of innovative Cellgenic peptides. This new product line is expected to play a crucial role in the field of regenerative medicine. Our Cellgenic peptides have the potential to address the following health concerns: healing and recovery from injuries, enhancing muscle recovery and reducing inflammation, enhancing tanning and improving sexual function, improving body composition and metabolic health, managing weight loss and diabetes, among other potential health potential benefits.
Current report
Professional fees increased by $372,162 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to expansion of the Cancun facility.
Current report
Depreciation and amortization decreased by $89,543 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a five-year lease extension on the Cancun facility.
Current report
We had interest expense of $5,641,609 and $6,491,538 for the years ended December 31, 2024, and 2023, respectively.
Current report
We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. 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, and we will be unable to repay the loans. If this happens, we could go out of business.
Current report
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 that have matured and are currently in default. 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. 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.
Current report
At December 31, 2024, we had limited cash of $1,165,820, 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.
Current report
Recently adopted accounting pronouncements require public companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption date, method of adoption, and expected effects. These disclosures help investors understand how changes in accounting principles will affect a company's financial performance and position.
Current report
Recently Adopted Accounting Pronouncements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and had no impact on the Company’s financial position, results of operations, cash flows or net income per share. As of 2024 and 2023 the Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group.
Removed paragraphs (7)
Previous report
Professional fees decreased by $134,374 for the year ended December 31, 2023, compared to the year ended 2022, primarily due to audit fees.
Previous report
Depreciation and amortization increased by $157,363 for the year ended December 31, 2023, compared to the year ended 2022, primarily due to completion of the Cancun facility in May 2022.
Previous report
Discontinued operations
Previous report
On October 28, 2022, we completed the disposition of our prior coins, paper currency, bullion and medals business by entering into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, resulting in a gain of $68,313 in 2022.
Previous report
InMarch 2020,the FASB issued ASUNo. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. InJanuary 2021,the FASB issued ASU2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. InDecember 2022,the FASB issued ASU2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU2020-04toDecember 31, 2024.The Company hasnotyet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.
Previous report
InJune 2016,the FASB issued ASUNo. 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU2016-13requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as ofNovember 19, 2019,ASU2016-13is effective for fiscal years beginning after*December 15, 2023,*including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.
Previous report
There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2023 and the year ended December 31, 2022.
Reworded paragraphs (16)
Previous wording
Revenue increased by 57.49% in the amount of $879,730 for the year ended December 31, 2023, compared to the same period in 2022. We experienced an increase in all but one of our product revenue categories. The increase in revenue was a result of marketing and sales efforts to increase brand recognition and exposure in the industry. We experienced more lead generation in 2023 increasing equipment, products, 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 provided a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the covid 19 pandemic during 2021 and the first six months of 2022, restrictions our international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations.
Current wording
Revenue increased by 70.44% in the amount of $1,697,541 for the year ended December 31, 2024, compared to the same period in 2023. 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. We experienced more lead generation in 2023 increasing equipment, products, 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.
Previous wording
We expect that our revenues will increase in future quarters as a result of our ongoing marketing and brand awareness campaigns, training seminars, lectures and other efforts we engage in that expand our presence in the industry and provide us more opportunities to sell our products.
Current wording
We expect that our revenues will increase in future quarters as a result of our ongoing marketing and brand awareness campaigns, training seminars, lectures and other efforts we engage in that expand our presence in the industry and provide us with more opportunities to sell our products. We also expect revenues to increase with the opening of our new clinic in Dubai, UAE, on November 23, 2024. This clinic, alongside our existing clinic in Cancun, will also provide a facility for physicians to come for training and perform patient procedures.
Previous wording
Operating expenses increased by 15.90% in the amount of $329,068 for the year ended December 31, 2023, compared to the year ended 2022. Listed below are the major changes to operating expenses:
Current wording
Operating expenses increased by 14.68% in the amount of $351,044 for the year ended December 31, 2024, compared to the year ended 2023. Listed below are the major changes to operating expenses:
Previous wording
Advertising and marketing fees increased by $159,193 for the year ended December 31, 2023, compared to the year ended 2022, primarily due to an increase in advertising by Global Stem Cells Group.
Current wording
Advertising and marketing fees decreased by $20,558 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a decrease in advertising by Global Stem Cells Group.
Previous wording
Investor relations decreased by $181,382 for the year ended December 31, 2023, compared to the year ended 2022, primarily due to the expiration of an agreement with an investor relation firm at December 31, 2022.
Current wording
Investor relations increased by $43,193 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to an agreement with an investor relation firm in February 2024.
Previous wording
General and administrative expense increase by $328,269 for the year ended December 31, 2023, compared to the year ended 2022, primarily due to an increase in travel and expenses associated with the Cancun facility.
Current wording
General and administrative expense increased by $45,790 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to Cancun renovations.
Previous wording
We expect our overall operating expenses to increase on a quarterly basis for the balance of the year and into 2024 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.
Current wording
We expect our overall operating expenses to increase into 2025 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.
Previous wording
Other expense increased by $4,708,164 for the year ended December 31, 2023, compared to the year ended 2022, primarily as a result of impairment of goodwill of $4,125,460, the increase in amortization of debt discount of $1,303,150 and $784,614 of interest on promissory notes offset by gain on extinguishment of debt of $1,511,297.
Current wording
Other expense decreased by $3,454,288 for the year ended December 31, 2024, compared to the same period in 2023, primarily as a result of impairment of goodwill of $4,125,460 and gain on extinguishment of debt of $1,511,297 in 2023, and the decrease of $270,567 of interest on promissory notes.
Previous wording
We recorded a net loss of $9,813,666 for the year ended December 31, 2023, as compared with a net loss of $5,506,822 for the year ended 2022.
Current wording
We recorded a net loss of $5,562,971 for the year ended December 31, 2024, as compared with a net loss of $9,813,666 for the year ended 2023.
Previous wording
Since inception, the Company has financed its operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of December 31, 2023 and December 31, 2022.
Current wording
Since inception, the Company has financed its operations through private placements, convertible notes, and unsecured and secured debt. The following is a summary of the cash and cash equivalents as of December 31, 2024, and December 31, 2023.
Previous wording
Net cash used in operating activities was $1,114,136 during the year ended December 31, 2022 and consisted of a net loss of $5,506,822, which was offset by a net change in operating assets and liabilities of $2,553,594 and non-cash items of $1,837,692. The primary non-cash items for the year ended December 31, 2022, consisted of amortization of debt discount of $1,756,764, depreciation and amortization of $152,739 and shares issued for services of $10,000 offset by change in derivative liabilities of $13,498 and gain on discontinued operations of $68,313. The significant change in operating assets and liabilities was an increase in accounts payable and accounts receivable.
Current wording
Net cash provided by operating activities was $850,699 during the year ended December 31, 2024, and consisted of a net change in operating assets and liabilities of $4,063,888 and non-cash items of $2,349,782, offset by a net loss of $5,562,971. The primary non-cash items for the year ended December 31, 2024, consisted of amortization of debt discount of $2,126,680, depreciation and amortization of $220,560 and change in derivative liabilities of $2,543. The significant change in operating assets and liabilities was an increase in accounts payable.
Previous wording
Net cash used in investing activities was $198,428 and consisted of the purchase of property and equipment associated with the completion of the Cancun lab during the year ended December 31, 2022.
Current wording
Net cash used in investing activities was $215,419 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2024.
Previous wording
Net cash used in financing activities was $20,776 and consisted of principal payment of debt for the year ended December 31, 2022.
Current wording
Net cash used in financing activities was $0.00 for the year ended December 31, 2024.
Previous wording
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 $61,990,131 and a working capital deficit of $21,674,139 as of December 31, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Current wording
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 $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024, and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Previous wording
Our critical accounting policies have not materially changed during the nine months ended September 30, 2023. 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.
Current wording
Our critical accounting policies have not materially changed during the year ended December 31, 2024. 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.
Previous wording
The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products
Current wording
The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are performed. Revenue is measured based on the consideration the Company receives in exchange for those products