Regenerative Medical Technology Group Inc.

To the Board of Directors

Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.). (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s ability to continue as a Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, Going Concern, to the financial statements, the Company incurred substantial operating losses in the years ended December 31, 2025, and December 31, 2024. The Company incurred operating losses of $7,812,409 for the year ended December 31, 2025, and had an accumulated deficit of $75,365,511 as of December 31, 2025. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Derivative Liabilities

Description of the Critical Audit Matter

As described in Note 4 to the financial statements, the Company accounts for certain warrants and embedded conversion features associated with debt arrangements as derivative liabilities under ASC 815, Derivatives and Hedging. As of December 31, 2025, the Company’s derivative liabilities consisted of two distinct instruments:

During the year ended December 31, 2025, the Company recorded additions to derivative liabilities of $3,320,551 related to the fair value of the warrants issued at inception. The Company recorded a net fair value gain of $918,688 for the year ended December 31, 2025, resulting in a total derivative liability balance of $2,406,552 as of December 31, 2025.

The Company measured the fair value of the embedded conversion feature using a Monte Carlo simulation model, and the fair value of the warrants using a Binomial Option Pricing model. Both models incorporated significant assumptions including expected volatility, market value of the Company’s common stock, adjusted exercise price, risk-free interest rate, and contractual terms of the instruments.

We identified the accounting classification and valuation of derivative liabilities as a critical audit matter because auditing management’s determination required significant auditor judgment and specialized skill in applying the accounting guidance under ASC 815, ASC 815-15, ASC 815-40, and ASC 820, Fair Value Measurement. In particular, the evaluation of whether the financial instruments required derivative liability classification under the “fixed-for-fixed” test of ASC 815-40, the bifurcation of the embedded conversion feature under ASC 815-15, and the estimation of fair value using valuation models with significant unobservable inputs were highly subjective due to the complexity of the instruments.

How We Addressed the Critical Audit Matter

Our audit procedures included the following:

/s/ Victor Mokuolu CPA PLLC

We have served as the Company’s auditor since 2023.

Houston, Texas

May 14, 2026 PCAOB ID: 6771