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Regenerative Medical Technology Group Inc.

For the period ended Dec 31, 2024. Filed Apr 15, 2025.

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About 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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Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 1B. UNRESOLVED STAFF COMMENTS

ITEM 1C.CYBERSECURITY19
ITEM 2.PROPERTIES19
ITEM 3.LEGAL PROCEEDINGS19
ITEM 4.MINE SAFETY DISCLOSURES19
PART II20
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES20
ITEM 6.[RESERVED]21
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS21
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK26
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA26
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE27
ITEM 9A.CONTROLS AND PROCEDURES27
ITEM 9B.OTHER INFORMATION28
ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections28
PART III29
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE29
ITEM 11.EXECUTIVE COMPENSATION31
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS32
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE32
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES32
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES33
ITEM 16.10-K SUMMARY34
SIGNATURES35

i

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms the “Company,” “Registrant,” “we,” “us,” “our,” “Meso,” “MSSV” or “RMTG” refer to Regenerative Medical Technology Group Inc. a Nevada corporation, and its subsidiaries.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, some information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These risks include, by way of example and not in limitation:

■risks related to our outstanding secured and unsecured loans, certain of which are in default, and our ability to service debt;
■risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
■the uncertainty of profitability based upon our history of losses;
■legislative or regulatory changes concerning regenerative medicine and therapies;
■risks related to our operations and uncertainties related to our business plan and business strategy;
■changes in economic conditions;
■uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;
■competition; and
■cybersecurity concerns.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk Factors” and “Description of Business,” as well as other cautionary language in this registration statement and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position. Since our common stock is considered a “penny stock,” we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

ii

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