Regenerative Medical Technology Group Inc.

Previous wording

Since the acquisition of Global Stem Cell Group (GSCG) in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. We believe stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. Patients around the world are seeking a natural regenerative alternative without the potential risks and side effects sometimes associated with conventional pharmaceuticals.

Current wording

Since the acquisition of Global Stem Cell Group (GSCG) in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. We believe stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. Patients around the world are seeking a natural regenerative alternative without the potential risks and side effects sometimes associated with traditional surgeries and /or conventional pharmaceuticals.

Previous wording

We work with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. We also engage in patient procedures from treatments that GSCG is offering at its Cancun, Mexico clinic, with another clinic soon expected in a joint venture with an investor under renovation in Dubai, UAE. This new clinic is scheduled to open on November 23, 2024, and will be located at the Hyatt Hotel in Jumeirah, a coastal residential area of Dubai UAE.

Current wording

We work with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. We also engage in patient procedures from treatments that GSCG is offering at its Cancun, Mexico clinic, and its clinic in a joint venture with an investor that is scheduled to open in 2025, extended from a prior launch date of November 23, 2024, located at the Hyatt Hotel in Jumeirah, a coastal residential area of Dubai UAE.

Previous wording

Our team combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever. Our strategy allows us the ability to create immediate revenue streams through treatments, product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from treating patents, our training and the seminars, from the resale of kits, products, equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.

Current wording

Our team combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever. Our strategy allows us the ability to create immediate revenue streams through treatments, product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from treating patients, our training and seminars, from the resale of kits, products, equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.

Previous wording

Revenue increased by 52.48% in the amount of $339,480 for the three months ended September 30, 2024, compared to the same period in 2023. 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 providing a facility for physicians to come for training and perform patient procedures.

Current wording

Revenue increased by 66.99% in the amount of $547,307 for the three months ended March 31, 2025, compared to the same period in 2024. 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 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. We also expect revenues to increase with the opening of our new clinic in Dubai, UAE, scheduled to occur 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.

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, in 2025. 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 38.46% in the amount of $202,056 for the three months ended September 30, 2024, compared to the same period in 2023. Listed below are the major changes to operating expenses:

Current wording

Operating expenses increased by 20.00% in the amount of $134,838 for the three months ended March 31, 2025, compared to the same period in 2024. Listed below are the major changes to operating expenses:

Previous wording

Advertising and marketing fees increased by $1,207 for the three months ended September 30, 2024, compared to the same period in 2023, primarily due to an increase in advertising by Global Stem Cells Group.

Current wording

Advertising and marketing fees increased by $13,038 for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to a decrease in advertising by Global Stem Cells Group.

Previous wording

Depreciation and amortization decreased by $9,839 for the three months ended September 30, 2024, compared to the same period in 2023.

Current wording

Depreciation and amortization decreased by $24,758 for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to a five-year lease extension on the Cancun facility.

Previous wording

Investor relations increased by $43,095 for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to an agreement with an investor relation firm in February 2024.

Current wording

Investor relations decreased by $23,268 for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an agreement with an investor relation firm in February 2024 cancelled.

Previous wording

General and administrative expenses increased by $116,993 for the three months ended September 30, 2024, compared to the same period in 2023, primarily due to an increase in travel and office expense by Global Stem Cells Group.

Current wording

General and administrative expenses increased by $86,475 for the three months ended March 31, 2025, compared to the same period in 2024, 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. 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.

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 2025, in Dubai, UAE is also expected to increase our operating expenses with a new lease of property, staff, equipment and other expenses associated with this growth initiative.

Previous wording

Other expenses decreased by $4,875,302 for the three months ended September 30, 2024, compared to the same period in 2023, primarily as a result of impairment of goodwill of $4,125,460 in 2023 and decrease of $752,028 of interest on promissory notes.

Current wording

Other expenses decreased by $960,916 for the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of a decrease in amortization of discount and finance charges of $1,024,778 offset by an increase of $64,211 of interest on promissory notes.

Previous wording

We had interest expense of $903,572 and $1,657,600 for the three months ended September 30, 2024 and 2023, respectively.

Current wording

We had interest expense of $893,850 and $1,854,417 for the three months ended March 31, 2025, and 2024, respectively.

Previous wording

We recorded a net loss of $887,146 for the three months ended September 30, 2024, as compared with a net loss of $5,857,159 for the same period in 2023.

Current wording

We recorded a net loss of $760,040 for the three months ended March 31, 2025, as compared with a net loss of $1,961,020 for the same period in 2024.

Previous wording

Since inception, we have financed our operations through private placements, convertible notes, and unsecured and secured debt.

Current wording

Since inception, the Company has financed its operations through private placements, convertible notes, and unsecured and secured debt.

Previous wording

Below is a summary of our cash flows for the nine months ended September 30, 2024 and 2023.

Current wording

Below is a summary of our cash flows for the three months ended March 31, 2025, and 2024.

Previous wording

Net cash used in operating activities was $389,800 during the nine months ended September 30, 2023 and consisted of a net loss of $9,557,629, which was offset by a net change in operating assets and liabilities of $2,539,793 and non-cash items of $6,628,036. The non-cash items for the nine months ended September 30, 2023, consisted of impairment of goodwill of $4,125,460, depreciation and amortization expenses of $213,170 and amortization of debt discount of $2,295,758, partially offset by the change in derivative liabilities of $3,889 and gain on settlement of debt of $2,463. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Current wording

Net cash provided by operating activities was $57,109 during the three months ended March 31, 2025, and consisted of a net change in operating assets and liabilities of $764,186 and non-cash items of $52,963, offset by a net loss of $760,040 The non-cash items for the three months ended March 31, 2025, consisted of depreciation and amortization expenses of $51,814 and change in derivative liabilities of $1,149.

Previous wording

Net cash provided by operating activities was $471,306 during the nine months ended September 30, 2024 and consisted of net changes in operating assets and liabilities of $3,021,999 and non-cash items of $2,374,092, and offset mainly by our net loss of $4,924,786. The non-cash items for the nine months ended September 30, 2024, consisted of depreciation and amortization expenses of $248,371, amortization of debt discount of $2,122,293, and change in derivative liabilities of $3,428. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Current wording

Net cash provided by operating activities was $107,966 during the three months ended March 31, 2024, and consisted of a net loss of $1,961,020, which was offset by a net change in operating assets and liabilities of $966,138 and non-cash items of $1,102,848. The non-cash items for the three months ended March31, 2024, consisted of depreciation and amortization expenses of $76,572, amortization of debt discount of $1,024,778, and change in derivative liabilities of $1,498. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Previous wording

We had no financing activities for the nine months ended September 30, 2024. Net cash used in financing activities was $9,850 and consisted of principal payment of debt for the nine months ended September 30, 2023.

Current wording

We had no financing activities for the three months ended March 31, 2025.

Previous wording

Net cash used in investing activities was $165,419 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the nine months ended September 30, 2024.

Current wording

Net cash used in investing activities was $59,154 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the three months ended March 31, 2024.

Previous wording

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 $14,472797 that have matured and are in default. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $2,859,453 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 wording

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 $14,472,797 that have matured and are in default. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $3,257,935 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.

Previous wording

At September 30, 2024, we had limited cash of $836,427, 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 wording

At March 31, 2025, we had limited cash of $1,222,929, 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.

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 $66,914,916 and a working capital deficit of $26,577,484 as of September 30, 2024 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 $68,313,141 and a working capital deficit of $28,427,024 as of March 31, 2025, 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, 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.

Current wording

Our critical accounting policies have not materially changed during the quarter ended March 31, 2025. 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