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Regenerative Medical Technology Group Inc.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

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, 2026 · Filed Aug 19, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-06-09.

0001213900-26-066838

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-19.

0001213900-26-091797

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 87 previous paragraphs and 101 current paragraphs.

58 unchanged; 20 reworded; 6 added; 9 removed; 0 previous and 17 current paragraphs rearranged.

Tables are not compared: 16 previous and 20 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 (6)
Removed paragraphs (9)
Reworded paragraphs (20)

Previous wording

During the three months ended March 31, 2026, we continued to execute on the 2026 strategic priorities outlined in our Annual Report on Form 10-K for the year ended December 31, 2025. We made meaningful progress across our core pillars, including advancing ISSCA’s position as the leading global education platform in regenerative medicine, scaling Cellgenic’s manufacturing output and product portfolio (including next-generation exosome formulations, peptides, and combination therapies), advancing development of our standardized clinical network and franchise model with Cellular Institute, and strengthening regulatory alignment and market presence in key geographies such as Argentina. Early digital initiatives, including development of the ISSCA AI Platform and mobile application, also progressed as planned.

Current wording

During the six months ended June 30, 2026, we continued to execute on the 2026 strategic priorities outlined in our Annual Report on Form 10-K for the year ended December 31, 2025. We made meaningful progress across our core pillars, including advancing ISSCA’s position as the leading global education platform in regenerative medicine, scaling Cellgenic’s manufacturing output and product portfolio (including next-generation exosome formulations, peptides, and combination therapies), advancing development of our standardized clinical network and franchise model with Cellular Institute, and strengthening regulatory alignment and market presence in key geographies such as Argentina.

Previous wording

These Q1 accomplishments reflect the strength of our synergistic business model — where education drives physician adoption, Cellgenic supplies high-margin recurring products, and our clinical network generates both revenue and valuable real-world data. We remain focused on disciplined execution of our full-year 2026 plan, which centers on ecosystem optimization, accelerated clinical network franchising, deeper AI-driven personalization, continued product innovation, and targeted expansion into additional regulated markets. We will maintain disciplined capital allocation toward manufacturing capacity enhancements, R&D pipeline advancement, and strategic partnerships and affiliates that reinforce our global category leadership. Management believes the foundational platform built in 2025 positions the Company for accelerated revenue growth, margin expansion, and platform maturation throughout the remainder of 2026.

Current wording

These accomplishments reflect the strength of our synergistic business model — where education drives physician adoption, Cellgenic supplies high-margin recurring products (supported by our Turnkey exclusive-membership program), and our clinical network generates both revenue and valuable real-world data. We remain focused on disciplined execution of our full-year 2026 plan, which centers on ecosystem optimization, accelerated clinical network franchising, deeper AI-driven personalization and data monetization, continued product innovation, and targeted expansion into additional regulated markets. We will maintain disciplined capital allocation toward manufacturing capacity enhancements, R&D pipeline advancement, and strategic partnerships and affiliates that reinforce our global category leadership. Management believes the foundational platform built in 2025, together with the digital infrastructure launched in the second quarter, positions the Company for accelerated revenue growth, margin expansion, and platform maturation throughout the remainder of 2026

Previous wording

Revenue increased by 93.45% in the amount of $1,275,012 for the three months ended March 31, 2026, compared to the same period in 2025. . 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.

Current wording

Revenue increased by 309.02% in the amount of $3,039,245 for the three months ended June 30, 2026, compared to the same period in 2025. 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

The Company believes it’s strategic plans for 2025 to invest heavily in ISSCA events global presence, and brand positioning for ISSCA in 2025 to seek and attract more Affiliates will result in increased revenue in future quarters. The first quarter of 2026 shows a 69% increase in revenue compared with the fourth quarter of 2025.

Current wording

The Company believes it’s strategic plans for 2025 to invest heavily in ISSCA events global presence, and brand positioning for ISSCA in 2025 to seek and attract more Affiliates will result in increased revenue in future quarters. The first quarter of 2026 showed a 69% increase in revenue, and the second quarter show a 1.66% increase in revenue, compared with the fourth quarter of 2025.

Previous wording

Operating expenses increased by 89.97% in the amount of $727,774 for the three months ended March 31, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:

Current wording

Operating expenses increased by 140.72% in the amount of $1,176,275 for the three months ended June 30, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:

Previous wording

Advertising and marketing fees increased by $233,726 for the three months ended March 31, 2026, compared to the same period in 2025, 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.

Current wording

Advertising and marketing fees increased by $398,998 for the three months ended June 30, 2026, compared to the same period in 2025, 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

Professional fees increased by $196,422for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group related to legal structuring, international contracts, compliance (e.g., regulatory for Cellgenic and Cellular), accounting expansion, corporate advisory, and lease advisory.

Current wording

Professional fees increased by $344,584for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group related to legal structuring, international contracts, compliance (e.g., regulatory for Cellgenic and Cellular), accounting expansion, corporate advisory, and lease advisory.

Previous wording

Depreciation and amortization decreased by $45,880 for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to expanding facilities to support increased operations in Cellular and Cellgenic, plus ISSCA logistics.

Current wording

Depreciation and amortization decreased by $35,978 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to expanding facilities to support increased operations in Cellular and Cellgenic, plus ISSCA logistics.

Previous wording

Investor relations decreased by $21,500 for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to an agreement with an investor relation firm in May 2025.

Current wording

Investor relations decreased by $15,000 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an agreement with an investor relation firm in May 2025.

Previous wording

General and administrative expenses increased by $230,246 for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.

Current wording

General and administrative expenses increased by $411,715 for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.

Previous wording

We had interest expense of $2,190,549 and $895,850 for the three months ended March 31, 2026, and 2025, respectively.

Current wording

We had interest expense of $2,233,797 and $1,055,371 for the three months ended June 30, 2026, and 2025, respectively.

Previous wording

We recorded a net loss of $876,274 for the three months ended March 31, 2026, as compared with a net loss of $760,039 for the same period in 2025.

Current wording

We recorded a net loss of $2,905,473 for the three months ended June 30, 2026, as compared with a net loss of $1,443,577 for the same period in 2025.

Previous wording

Other expenses decreased by $211,058 for the three months ended March 31, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $729,897 and an increase of $566,802 of interest on promissory notes offset by $1,084,492 change in the fair value of derivative liability.

Current wording

Other expenses increased by $1,923,196 for the six months ended June 30, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $1,017,177 and an increase of $1,174,332 of interest on promissory notes offset by $268,313 change in the fair value of derivative liability.

Previous wording

Below is a summary of our cash flows for the three months ended March 31, 2026, and 2025.

Current wording

Below is a summary of our cash flows for the six months ended June 30, 2026, and 2025.

Previous wording

Net cash provided by operating activities was $102,124 during the three months ended March 31, 2026, and consisted of a net change in operating assets and liabilities of $1,235,300 offset by non-cash items of 256,901 and a net loss of $876,274 The non-cash items for the three months ended March 31, 2026, consisted of depreciation and amortization expenses of $729,897, amortization of debt discount of $97,694 offset by change in fair value of derivative liabilities of $1,084,492.

Current wording

Net cash provided by operating activities was $434,098 during the six months ended June 30, 2026, and consisted of a net change in operating assets and liabilities of $2,515,524 offset by non-cash items of $1,134,499 and a net loss of $3,215,925 The non-cash items for the six months ended June 30, 2026, consisted of depreciation and amortization expenses of $188,504, amortization of debt discount of $1,075,041 and offset by change in fair value of derivative liabilities of $129,045

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 $303,778, offset by a net loss of $2,203,616. 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, preferred shares issued with debt of $401 and change in derivative liabilities of $139,268.

Previous wording

Net cash used in investing activities was $315,394 and consisted of the purchase of property and equipment associated with the Cancun facility for the three months ended March 31, 2026.

Current wording

Net cash used in investing activities was $358,893 and consisted of the purchase of property and equipment associated with the Cancun facility for the six months ended June 30, 2026.

Previous wording

Net cash provided by financing activities was $318,000 and consisted of a Promissory Debentures with a lender in the amount of $350,000 net discount in the amount of $32,000 for the three months ended March 31, 2026.

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 six months ended June 30, 2025.

Previous wording

At March 31, 2026, we had limited cash of $1,061,448, 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, 2026, we had limited cash of $1,323,304, 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 $76,241,785 and a working capital deficit of $36,639,004 as of March 31, 2026, 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 $79,484,265 and a working capital deficit of $40,328,417 as of June 30, 2026, and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
Rearranged current paragraphs (17)

Current report — wording carried from elsewhere

Other expenses increased by $2,277,960 for the three months ended June 30, 2026, compared to the same period in 2025, primarily as a result of an increase in amortization of discount of $570,896, an increase of $607,530 of interest on promissory notes and an increase of $1,099,534 change in the fair value of derivative liability.

Current report — wording carried from elsewhere

Below is a summary of the results of operations for the six months ended June 30, 2026, and 2025.

Current report — wording carried from elsewhere

Revenue increased by 183.75% in the amount of $4,314,257 for the six months ended June 30, 2026, compared to the same period in 2025. 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.

Current report — wording carried from elsewhere

Growth came from expanded product distribution networks, including new sales channels and increased volume in stem cell-related products. This reflects market demand for our biologic solutions. Revenue increased due to higher patient volumes, a shift toward premium treatment mixes (e.g., advanced regenerative therapies), operational efficiencies in clinic operations, more international live conferences, expanded certification programs, multi-day events to reach global audiences and on-line training.

Current report — wording carried from elsewhere

The Company believes it’s strategic plans for 2025 to invest heavily in ISSCA events global presence, and brand positioning for ISSCA in 2025 to seek and attract more Affiliates will result in increased revenue in future quarters. The first quarter of 2026 showed a 69% increase in revenue, and the second quarter show a 1.66% increase in revenue, compared with the fourth quarter of 2025.

Current report — wording carried from elsewhere

The following table presents our revenue by product category for the six months ended June 30, 2026, and 2025:

Current report — wording carried from elsewhere

Operating expenses increased 115.76% in the amount of $1,904,049 for the six months ended June 30, 2026, compared to the same period in 2025. Listed below are the major changes to operating expenses:

Current report — wording carried from elsewhere

Advertising and marketing fees increased by $632,724 for the six months ended June 30, 2026, compared to the same period in 2025, 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.

Current report — wording carried from elsewhere

Professional fees increased by $541,006 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase by Global Stem Cells Group related to legal structuring, international contracts, compliance (e.g., regulatory for Cellgenic and Cellular), accounting expansion, corporate advisory, and lease advisory.

Current report — wording carried from elsewhere

Depreciation and amortization increased by $81,858 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to expanding facilities to support increased operations in Cellular and Cellgenic, plus ISSCA logistics.

Current report — wording carried from elsewhere

Investor relations increased by $6,500 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an agreement with an investor relation firm in May 2025.

Current report — wording carried from elsewhere

General and administrative expenses increased by $641,961 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to expenses associated with expansion of clinic and travel due to more international events.

Current report — wording carried from elsewhere

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.

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 $3,215,925 for the six months ended June 30, 2026, as compared with a net loss of $2,203,616 for the same period in 2025.

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

Net cash provided by financing activities was $291,381 and consisted of a Promissory Debentures with a lender in the amount of $686,957 net discount in the amount of $58,957 and advances received in 2025 for the six months ended June 30, 2026.