Regenerative Medical Technology Group Inc.

Previous 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.

Current wording

Revenue increased by 24.17% in the amount of $992,821 for the year ended December 31, 2025, compared to the same period in 2024. 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. The strategic plans for 2025 were to seek and attract more Affiliates. Investing heavily in ISSCA events global presence, and brand positioning for ISSCA was intentional and aligned with our objective of accelerating affiliate expansion. During 2025, the Company signed three new affiliate partners through its ISSCA education and training programs.

Previous 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:

Current wording

Operating expenses increased by 34.14% in the amount of $936,002 for the year ended December 31, 2025, compared to the year ended 2024. Listed below are the major changes to operating expenses:

Previous 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.

Current wording

Advertising and marketing fees increased by $260,267 for the year ended December 31, 2025, compared to the year ended 2024, primarily due to an increase by Global Stem Cells Group in international campaigns and promotions across divisions, including digital efforts for Cellgenic products, Cellular treatments, and ISSCA events.

Previous 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.

Current wording

Investor relations increased by $27,807 for the year ended December 31, 2025, compared to the year ended 2024, primarily due to an agreement with an investor relation firm in May 2025.

Previous 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.

Current wording

General and administrative expense increased by $321,713 for the year ended December 31, 2025, compared to the year ended 2024, primarily due to expenses associated with expansion of clinic and travel due to more international events.

Previous 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.

Current wording

We expect our overall operating expenses to increase into 2026 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.

Previous wording

We had interest expense of $5,641,609 and $6,491,538 for the years ended December 31, 2024, and 2023, respectively.

Current wording

We had interest expense of $7,447,780 and $5,641,609 for the years ended December 31, 2025, and 2024, respectively.

Previous 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.

Current wording

We recorded a net loss of $7,812,409 for the year ended December 31, 2025, as compared with a net loss of $5,562,971 for the year ended 2024.

Previous wording

Net cash used in operating activities was $419,200 during the year ended December 31, 2023, and consisted of a net loss of $9,813,666, which was offset by a net change in operating assets and liabilities of $3,417,093 and non-cash items of $5,977,373. The primary non-cash items for the year ended December 31, 2023, consisted of impairment of goodwill of $4,125,460, amortization of debt discount of $3,059,914, depreciation and amortization of $310,102 and shares issued for services of $455 offset by change in derivative liabilities of $4,798 and gain on extinguishment of debt of $1,511,297. The significant change in operating assets and liabilities was an increase in accounts payable and accounts receivable.

Current wording

Net cash used by operating activities was $706,519 during the year ended December 31, 2025, and consisted of a net change in operating assets and liabilities of $5,937,864 and non-cash items of $1,166,026, offset by a net loss of $7,812,409. The primary non-cash items for the year ended December 31, 2025, consisted of amortization of debt discount of $1,366,291, depreciation and amortization of $281,067 and loss on extinguishment of debt of $416,155 offset by change in derivative liabilities of $918,688. The significant change in operating assets and liabilities was an increase in accounts payable.

Previous wording

Net cash used in investing activities was $385,596 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2023

Current wording

Net cash used in investing activities was $602,583 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2025.

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 $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 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, but the Company has received no notice of default, demand for payment, or acceleration from any lender. The Company has insufficient cash on hand to repay these notes. 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. While management believes the risk of acceleration is low based on historical lender forbearance, a formal demand on any defaulted note could trigger acceleration of up to $16.6 million in secured debt. 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 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 wording

At December 31, 2025, we had limited cash of $956,718, 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 $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.

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 $75,365,511 and a working capital deficit of $35,601,860 as of December 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

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

Current wording

In accordance with FASB ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies a performance obligation by transferring control of a promised good or service to a customer. Revenue is measured based on the consideration the Company expects to receive in exchange for those goods or services.

Previous wording

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.

Current wording

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 2025 and 2024 the Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group.