Regenerative Medical Technology Group Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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Jun 30, 2026 · Filed Aug 19, 2026
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Defaults Upon Senior Securities
Item 3. Defaults Upon Senior Securities
The current portion of notes payable on the Company’s Condensed Consolidated Balance Sheets above contains, at June 30, 2026, certain promissory notes on which the Company was in arrears on payments of principal as follows:
| ■ | On November 25, 2019, the Company, pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date to receive the indebtedness in the form of a convertible note. If the shareholder did not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note without any conversion feature. The promissory notes bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes. As of June 30, 2026, the aggregate loan balances were outstanding $398,482. This loan is currently in default. |
| ■ | On August 18, 2021, the Company entered into an unsecured promissory note in the amount of $400,000. Pursuant to the terms of the note, the investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. As of June 30, 2026, the Company accrued $1,622,470 in interest expense. The note is currently in default due to the non-payment of interest. |
| ■ | On December 9, 2020, the Company entered into an unsecured promissory note in the amount of $110,000. Pursuant to the terms of the note, the note bears fifteen (15%) interest, unsecured and is due on December 9, 2023. As of June 30, 2026, the Company accrued $131,461 in interest expense. The note is currently in default |
| ■ | On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $7,958. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of June 30, 2026, the Company accrued $5,288 in interest expense. The note is currently in default. |
| ■ | On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $111,470. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of June 30, 2026, the Company accrued $74,090 in interest expense. The note is currently in default. |
At June 30, 2026, and December 31, 2025, none of these notes have been paid, but the Company has received no notice of default, demand for payment, or acceleration from any lender as of the date of this report. The Company has insufficient cash on hand to repay these notes. 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 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 this happens, we could go out of business.
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