Regenerative Medical Technology Group Inc.

Previous 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.

Current wording

Revenue increased by 19.69% in the amount of $194,226 for the three months ended September 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 2024, increasing 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 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:

Current wording

Operating expenses increased by 30.23% in the amount of $219,905 for the three months ended September 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 $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.

Current wording

Advertising and marketing fees increased by $135,217 for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a increase in advertising by Global Stem Cells Group.

Previous 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.

Current wording

Professional fees increased by $62,223 for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to expansion of the Cancun facility.

Previous 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.

Current wording

Depreciation and amortization decreased by $12,750 for the three months ended September 30, 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 $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 wording

Investor relations increased by $21,597 for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to an agreement with an investor relation firm.

Previous 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.

Current wording

General and administrative expenses increased by $13,618 for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to Cancun renovations.

Previous wording

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 wording

Other expenses increased by $3,001,186 for the three months ended September 30, 2025, compared to the same period in 2024, primarily as a result of an increase in amortization of discount of $452,336, an increase of $2,133,054 of interest on promissory notes and $416,155 loss on extinguishment of debt. In consideration for the extension of certain notes the company incurred a one-time 10% premium of $1,871,027.

Previous wording

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

Current wording

We had interest expense of $2,972,549 and $839,495 for the three months ended September 30, 2025, and 2024, respectively.

Previous 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.

Current wording

We recorded a net loss of $4,353,741 for the three months ended September 30, 2025, as compared with a net loss of $887,145 for the same period in 2024.

Previous wording

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

Current wording

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

Previous wording

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 wording

Revenue increased by 35.88% in the amount of $931,722 for the nine months ended September 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 2024, increasing 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

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

Current wording

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

Previous wording

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 wording

Operating expenses increased by 21.00% in the amount of $449,798 for the nine months ended September 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 $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 wording

Advertising and marketing fees increased by $198,685 for the nine months ended September 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 $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 wording

Professional fees increased by $256,099 for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to expansion of the Cancun facility.

Previous wording

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 wording

Depreciation and amortization decreased by $65,647 for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a five-year lease extension on the Cancun facility.

Previous 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.

Current wording

Investor relations increased by $15,155 for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an agreement with an investor relation firm.

Previous wording

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 wording

General and administrative expenses increased by $45,506 for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to Cancun renovations.

Previous 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.

Current wording

Other expenses increased by $1,233,330 for the nine months ended September 30, 2025, compared to the same period in 2024, primarily as a result of a decrease in amortization of discount of $1,546,017 offset by an increase of $2,364,279 of interest on promissory notes and $416,155 loss on extinguishment of debt. In consideration for the extension of certain notes the company incurred a one-time 10% premium of $1,871,027.

Previous wording

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

Current wording

We had interest expense of $4,863,906 and $2,499,626 for the nine months ended September 30, 2025, and 2024, respectively.

Previous wording

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 wording

We recorded a net loss of $6,419,566 for the nine months ended September 30, 2025, as compared with a net loss of $4,924,785 for the same period in 2024.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net cash used by operating activities was $744,715 during the nine months ended September 30, 2025, and consisted of a net change in operating assets and liabilities of $4,496,954 and non-cash items of $1,177,897, offset by a net loss of $6,419,566 The non-cash items for the nine months ended September 30, 2025, consisted of depreciation and amortization expenses of $182,724, amortization of debt discount of $576,277, change in derivative liabilities of $2,340 and loss on extinguishment of debt of $416,155. 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, inventory and prepaid expense.

Previous 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.

Current 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.

Previous 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.

Current wording

Net cash used in investing activities was $335,411 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the nine months ended September 30, 2025.

Previous wording

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.

Current 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.

Previous wording

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.

Current wording

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 nine months ended September 30, 2025.

Previous wording

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

Current wording

We had no financing activities for the nine months ended September 30, 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 $14,472,797 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.

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 unsecured promissory notes with an aggregate principal amount of $1,157,935 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 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.

Current wording

At September 30, 2025, we had limited cash of $1,185,695, 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 $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.

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 $73,972,668 and a working capital deficit of $15,762,714 as of September 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.