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Regenerative Medical Technology Group Inc.

For the period ended Jun 30, 2025. Filed Aug 19, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 19, 2025

RMTGStored price and day change unavailable

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-20.

0001213900-25-045967

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-19.

0001213900-25-078525

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 145 previous paragraphs and 184 current paragraphs.

122 unchanged; 21 reworded; 27 added; 1 removed; 1 previous and 14 current paragraphs rearranged.

Tables are not compared: 35 previous and 35 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 (27)

Current report

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report

Our Strategic Affiliate Partnership Benefits gives RMTG unique access to new markets by partnering with industry leaders who provide Institutional Credibility and local Infrastructure. These new Geographic Expansions create New and exciting Revenue Generation creating multiple revenue streams through training fees, product sales, and certification programs into a new regional network.* *

Current report

Professional fees increased by $110,525for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to expansion of the Cancun facility.

Current report

General and administrative expenses decreased by $54,589 for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to Cancun renovations being completed.

Current report

We had interest expense of $1,949,221 and $3,716,348 for the six months ended June 30, 2025, and 2024, respectively.

Current report

Net cash provided by financing activities was $1,100,000 and consisted of a Promissory Debentures with a lender in the amount of $1,375,000 net discount in the amount of $275,000 during the six months ended June 30, 2025.
Removed paragraphs (1)
Reworded paragraphs (21)

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, 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.

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 our clinic in a joint venture with an investor that was scheduled to open in September of 2025, but has been pushed to spring of 2026, located at the Hyatt Hotel in Jumeirah, a coastal residential area of Dubai UAE.

Previous wording

The Cancún facility, which achieved regulatory approval in 2024, will transition to full-scale production in 2025. This advanced manufacturing center is designed to support product demand across Latin America and beyond, with robust capacity for mesenchymal stem cell production, exosome isolation, and peptide synthesis. The facility incorporates state- of-the-art quality control systems, including real-time monitoring of production parameters, comprehensive batch testing protocols, and advanced storage capabilities for biological materials.

Current wording

The Cancún facility, which achieved regulatory approval in 2024, will transition to full-scale production in 2025. This advanced manufacturing center is designed to support product demand across Latin America and beyond, with robust capacity for mesenchymal stem cell production, exosome isolation, and peptide synthesis. The facility incorporates state- of-the-art quality control systems, including real-time monitoring of production parameters, comprehensive batch testing protocols, and advanced storage capabilities for biological materials. We are pleased to announce that Cellgenic will host a soft opening of our new Advanced Cell Therapy Manufacturing Lab in Cancun during the September 2025 ISSCA Global Summit.

Previous wording

Central to our revenue diversification strategy is the strengthening of the Celgenic product line with new offerings in peptides, exosome therapies, and biologics. We believe these product categories represent significant growth opportunities as they address complementary therapeutic needs and can be used independently or in conjunction with our stem cell applications. Our 2025 product development roadmap includes the commercialization of several new formulations that have shown promising results in preliminary clinical applications.

Current wording

Central to our revenue diversification strategy is the strengthening of the Celgenic product line with new offerings in peptides, exosome therapies, and biologics. We believe these product categories represent significant growth opportunities as they address complementary therapeutic needs and can be used independently or in conjunction with our stem cell applications. Our 2025 product development roadmap includes the commercialization of several new formulations that have shown promising results in preliminary clinical applications, including, but not limited to, our new Peptide Pens. These pens are preloaded with active peptides in an easy to use injectable, patterned off the epi-pen design. This includes many new stacked or combined peptides, like our current best seller of both BPC-157 & TB-500 preloaded.

Previous 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.

Current wording

Revenue increased by 23.97% in the amount of $190,189 for the three months ended June 30, 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

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:

Current wording

Operating expenses increased by 12.83% in the amount of $95,053 for the three months ended June 30, 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 $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.

Current wording

Advertising and marketing fees increased by $50,430 for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in advertising by Global Stem Cells Group.

Previous wording

Professional fees increased by $83,351for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to expansion of the Cancun facility.

Current wording

Professional fees increased by $110,525 for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to expansion of the Cancun facility.

Previous 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.

Current wording

Depreciation and amortization decreased by $28,139 for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a five-year lease extension on the Cancun facility.

Previous 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.

Current wording

General and administrative expenses decreased by $54,589 for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to Cancun renovations being completed.

Previous 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.

Current wording

Other expenses decreased by $806,940 for the three months ended June 30, 2025, compared to the same period in 2024, primarily as a result of a decrease in amortization of discount and finance charges of $973,574 offset by an increase of $167,014 of interest on promissory notes.

Previous wording

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

Current wording

We had interest expense of $997,506 and $830,492 for the three months ended June 30, 2025, and 2024, respectively.

Previous 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.

Current wording

We recorded a net loss of $1,305,785 for the three months ended June 30, 2025, as compared with a net loss of $2,076,620 for the same period in 2024.

Previous 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.

Current wording

Investor relations decreased by $16,826 for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an agreement with an investor relation firm in February 2024 cancelled.

Previous wording

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

Current wording

Below is a summary of our cash flows for the six months ended June 30, 2025, and 2024.

Previous 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.

Current wording

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 $166,388, offset by a net loss of $2,065,825 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 and change in derivative liabilities of $1,477.

Previous 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.

Current wording

Net cash provided by operating activities was $198,364 during the six months ended June 30, 2024, and consisted of a net loss of $4,037,640, which was offset by a net change in operating assets and liabilities of $2,018,038 and non-cash items of $2,217,966. The non-cash items for the six months ended June 30, 2024, consisted of depreciation and amortization expenses of $159,543, amortization of debt discount of $2,056,217, and change in derivative liabilities of $2,206. 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

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.

Current wording

Net cash used in investing activities was $110,582 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the six months ended June 30, 2025.

Previous wording

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

Current wording

We had no financing activities for the six months ended June 30, 2024.

Previous 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.

Current wording

At June 30, 2025, we had limited cash of $1,614,254, 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 $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.

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 $69,618,927 and a working capital deficit of $28,630,295 as of June 30, 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

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

Current wording

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s condensed consolidated financial statements.
Rearranged current paragraphs (14)

Current report — wording carried from elsewhere

Investor relations increased by $16,826 for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to an agreement with an investor relation firm.

Current report — wording carried from elsewhere

Below is a summary of the results of operations for the six months ended June 30, 2025, and 2024.

Current report — wording carried from elsewhere

Revenue increased by 45.80% in the amount of $737,496 for the six months ended June 30, 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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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 — wording carried from elsewhere

The following table presents our revenue by product category for the six months ended June 30, 2025, and 2024:

Current report — wording carried from elsewhere

Operating expenses increased by 12.83% in the amount of $95,053 for the six months ended June 30, 2025, compared to the same period in 2024. Listed below are the major changes to operating expenses:

Current report — wording carried from elsewhere

Advertising and marketing fees increased by $50,430 for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in advertising by Global Stem Cells Group.

Current report — wording carried from elsewhere

Depreciation and amortization decreased by $28,139 for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a five-year lease extension on the Cancun facility.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Other expenses decreased by $1,767,856 for the six months ended June 30, 2025, compared to the same period in 2024, primarily as a result of a decrease in amortization of discount and finance charges of $1,998,352 offset by an increase of $231,225 of interest on promissory notes.

Current report — wording carried from elsewhere

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 — wording carried from elsewhere

We recorded a net loss of $2,065,825 for the six months ended June 30, 2025, as compared with a net loss of $4,037,640 for the same period in 2024.

Current report — wording carried from elsewhere

Net cash used in investing activities was $111,811 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the six months ended June 30, 2024.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

We had no financing activities for the three months ended March 31, 2025, and 2024.