UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from _____________ to _____________
Commission file number:
(Exact name of Company in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
(Address of principal executive offices, including zip code)
Registrant’s Telephone number, including
area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at
least the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.406
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s only class of common stock, as of August 13, 2025 was shares of its $0.001 par value common stock.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This report contains statements reflecting our views about our future performance that constitute “forward-looking statements”. Statements that constitute forward-looking statements are generally identified through the inclusion of words such as “aim,” “anticipate,” “expect,” “intend,” “may,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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As of June 30, 2025 |
As of December 31, 2024 |
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| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable |
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| Inventories, net |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Intangible assets, net |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ |
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$ |
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| Accounts payable - related parties |
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| Accrued expenses |
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| Accrued interest - related party |
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Notes payable and loans (including $
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| Notes payable and loans - related parties |
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| Deferred revenue |
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| Total current liabilities |
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| Royalty Liability |
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| Notes payable and loans, net of current |
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| TOTAL LIABILITIES |
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| Stockholders’ Deficit: | ||||||||
| Common stock, $ par value; shares authorized; issued and outstanding as of June 30, 2025 and as of December 31, 2024 |
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| Series A preferred stock, non-dividend, 2,500 votes per share, $ par value, authorized; issued and outstanding shares |
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| Additional paid-in capital |
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| Common stock issuable, 1,936,000 shares at December 31, 2024 |
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| Accumulated deficit |
(
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(
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| Accumulated other comprehensive income (loss) |
(
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) |
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| TOTAL STOCKHOLDERS’ DEFICIT |
(
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) |
(
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) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements
| 3 |
BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Gross sales | $ |
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$ |
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$ |
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$ |
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Returns (including common stock and warrants issued for refunds of $
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(
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(
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(
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(
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) | ||||||||
| Net sales |
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| Cost of sales |
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| Gross profit |
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| Operating expenses: | ||||||||||||||||
| Distributors incentives |
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| Selling, general and administrative (including equity compensation granted to officers, directors and contractors of $ in the period ended June 30, 2025 and $ in the period ended June 30, 2024) |
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| Total operating expenses |
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| Loss from operations |
(
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(
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(
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(
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| Other expense: | ||||||||||||||||
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Interest expense and financing costs (Including related party interest of $
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(
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(
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(
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) |
(
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) | ||||||||
| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
| Loss per share - basic and diluted | ) | ) | ) | ) | ||||||||||||
| Comprehensive Income: | ||||||||||||||||
| Net Loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation adjustment |
(
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(
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| Other comprehensive loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
For the six months ended June 30, 2024
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | (Deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | |||||||||||||||
| Issuance of common shares for services |
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– |
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| Fair value of options issued to officers and directors for services | – | – |
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| Fair value of common shares and warrants issued for refunds |
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– |
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| Issuance of common shares as loan incentive |
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– |
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| Issuance of common shares to acquire technology |
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– |
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| Shares issued (retained) by Findit Inc's shareholders in merger with Findit, Inc. |
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– |
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| Net loss | – | – |
(
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(
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| Other Comprehensive income | – | – |
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| Balance, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
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For the six months ended June 30, 2025
| Common Stock | Preferred Stock | Issuable Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | |||||||||||||||||||||
| Issuance and vesting of common shares for services |
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– |
(
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(
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) |
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| Issuance of common shares to directors |
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– | – |
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| Issuance of common shares as loan incentive |
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– | – |
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| Issuance of common shares for services |
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– | – |
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| Net loss |
(
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(
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| Other Comprehensive loss | – | – | – |
(
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(
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| Balance, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
For the three months ended June 30, 2024
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | (Deficit) | |||||||||||||||||||||||||
| Balance, April 1, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
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| Issuance of common shares for services | – | – |
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| Fair value of options issued to officers and directors for services | – | – |
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| Issuance of common shares as loan incentive | – | – |
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| Net loss | – | – |
(
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) |
(
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) | ||||||||||||||||||||||||||
| Other Comprehensive income | – | – |
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| Balance, June 30, 2024 |
|
$ |
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$ |
|
$ |
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$ |
(
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) | $ |
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$ |
|
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For the three months ended June 30, 2025
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||
| Balance, April 1, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||||||
| Issuance and vesting of common shares for services |
|
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– |
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| Issuance of common shares to directors |
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– |
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| Net loss | – | – |
(
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) |
(
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) | ||||||||||||||||||||||||||
| Other Comprehensive loss | – | – |
(
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) |
(
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) | ||||||||||||||||||||||||||
| Balance, June 30, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
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) | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
BIOREGENX, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ |
(
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) | $ |
(
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) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization |
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| Amortization of debt discounts |
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| Fair value of options issued to officers and directors for services |
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| Fair value of common shares issued for services |
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| Fair value of common shares issued as loan incentives |
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| Interest capitalized to debt balance |
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| Change in operating assets and liabilities: | ||||||||
| Accounts receivable |
(
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) |
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| Inventories |
(
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) |
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| Prepaid expenses and other assets |
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| Accounts payable |
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| Accounts payable - related parties |
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(
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) | |||||
| Accrued expenses and other liabilities |
(
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(
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| Accrued interest - related parties |
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| Deferred Revenue |
(
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(
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| Net cash provided by (used in) operating activities |
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(
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| INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment |
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(
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) | |||||
| Purchases of Intangibles |
(
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) |
(
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) | ||||
| Cash acquired in DocSun transaction |
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| Net cash used in investing activities |
(
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) |
(
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) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Note and loan payments |
(
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(
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) | ||||
| Increase in note and loan balances |
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| Increase in note and loan balances - related parties |
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| Net cash provided by financing activities |
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| NET EFFECT OF EXCHANGE RATE FLUCTUATIONS |
(
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) |
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| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
(
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) |
(
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) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING BALANCE |
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| CASH AND CASH EQUIVALENTS, ENDING BALANCE | $ |
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$ |
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| CASH PAID FOR: | ||||||||
| Interest | $ |
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$ |
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| Income taxes | $ |
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$ |
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| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Fair value of common stock issued for intangible property and equipment in the acquisition of DocSun Biomedical Holdings, Inc. | $ |
|
$ |
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| Fair value of common stock issued upon acquisition of intangible property and goodwill in the merger with Findit, Inc. | $ |
|
$ |
|
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| Fair value of common stock and warrants issued for refunds offset to deferred revenue | $ |
|
$ |
|
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| Fair value of common stock and warrants issued for loan fees offset to loan discounts | $ |
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$ |
|
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| Reclass of deposits to intangibles | $ |
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$ |
|
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| Debt discount upon issuance of notes payable | $ |
|
$ |
|
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| Liability incurred upon acquisition of intangible | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
The Company, BioRegenx, Inc., develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
On April 6, 2021 the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of BioRegenx. The combination is expected to product synergies between companies with the production activities and the distribution network of the marketing company.
On January 8, 2024, the Company acquired all the shares outstanding of DocSun Biomedical Holdings, Inc. in exchange for shares of the Company’s stock. This acquired company is accounted for as an asset acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets and liabilities are reported at the purchase price allocated to the relative fair market value.
The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant (Findit, Inc), with the Registrant being the surviving company.
Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. As a result of the merger, the former shareholders of Findit retained 104,552,804 shares of common stock. The exchange value of Registrant’s stock that was retained was valued at $7,318,594, based on the trading price of Registrant as of the date of the Merger. Due to the change in control the accounting acquirer in the merger is BioRegenx, Inc., a Nevada Corporation the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This acquired company (Registrant) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed to BioRegenx, Inc. (the “Company”).
Commensurate with the Merger, the Company effected
a
The Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”).
| 8 |
Basis of Presentation of Unaudited Financial Information
The unaudited condensed consolidated financial statements of the Company for the three and six months ended June 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of the management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for the full fiscal year.
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern.
The Company has generated recurring losses
from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or
borrowings to continue operating. These factors raise substantial doubt about the Company’s ability to continue as a going
concern. As reflected in the accompanying financial statements, for the six months ended June 30, 2025, the Company incurred a net
loss of $
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.
Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in purchase price allocations, and assumptions made in valuing equity instruments issued for services and acquisitions. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions.
| 9 |
Fair value of financial instruments
The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
Revenue Recognition
The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:
1 – Identification of the contract with a customer
2 – Identification of the performance obligation in the contract
3 – Determination of the transaction price
4 – Allocation of the transaction price to the performance obligation in the contract
5 – Recognition of revenue when, or as, a performance obligation is satisfied
The Company through its subsidiaries provides a medical testing machine, consumables for the testing process, wellness devices and nutritional supplements The Company requires payment prior to shipping, with only a few exceptions. Sales are also not shipped until payment is received, typically via credit card. Shipping typically occurs in 24 hours of the payment. Sales are recorded. All product orders that are unused and returned within the first 30 days following purchase are refunded at 100% of the sales price.
Other Revenue
Other sales include fees, which are paid by the customer at the beginning of the service period, for access to online customer service applications and payment fees. Such fees are amortized over the period to which they relate, typically 12 months, which is recorded as other sales income.
| 10 |
Disaggregation of Revenue
Gross revenue received consisted of the following product sources:
| For the three months ended | 06/30/2025 | 6/30/2024 | ||||||
| Medical testing | $ |
|
$ |
|
||||
| Wellness devices |
|
|
||||||
| Nutritional |
|
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||||||
| Other sales |
|
|
||||||
| Total Gross Sales | $ |
|
$ |
|
||||
| For the six months ended | 06/30/2025 | 6/30/2024 | ||||||
| Medical testing | $ |
|
$ |
|
||||
| Wellness devices |
|
|
||||||
| Nutritional |
|
|
||||||
| Other sales |
|
|
||||||
| Total Gross Sales | $ |
|
$ |
|
||||
Gross revenue received consisted of the following customer types:
| For the three months ended | 06/30/2025 | 6/30/2024 | ||||||
| Medical and Academic | $ |
|
$ |
|
||||
| Customers and Direct Sales |
|
|
||||||
| Reseller |
|
|
||||||
| Total Gross Sales | $ |
|
$ |
|
||||
| For the six months ended | 06/30/2025 | 6/30/2024 | ||||||
| Medical and Academic | $ |
|
$ |
|
||||
| Customers and Direct Sales |
|
|
||||||
| Reseller |
|
|
||||||
| Total Gross Sales | $ |
|
$ |
|
||||
Deferred Revenue
The Company as a matter of ordinary operations allocates the purchase price against the performance obligation on an order-by-order basis for the entire order. In the event an order has not been fulfilled or partially, filled revenues are not recognized for the portion of the order for which the performance obligation has not been satisfied.
| 11 |
In 2024, the Company fulfilled its performance
obligations for previously deferred shipments of wellness products and medical test machines, recognizing approximately $
Independent Business Partners Incentives
Certain of the Company’s products are distributed through a network of Independent Brand Partners (IBP). IBPs pay an annual membership fee to maintain the IBP status which is a requirement to participate in the compensation plan. IBP incentives expenses include all forms of commissions, and other incentives paid to our Independent Business Partners (IBPs). Commission expense and other amounts payable to IBPs are recorded upon recognition of sale.
Selling, General and Administrative
Selling, general and administrative expenses include wages and benefits, depreciation and amortization, rents and utilities, associate event costs, advertising and professional fees, marketing, and research and development expenses.
Equity-Based Compensation
The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.
The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was previously a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
As of March 8 th , 2024, the date of the merger, the Company’s common shares were publicly traded on the OTC Markets Group exchange. On the date of merger and for subsequent transactions the fair values of equity instruments are determined with reference to the share price reported on the public exchange. For the period of January 1, 2024 through March 7, 2024, common shares of the Company were not publicly traded and the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.
| 12 |
Advertising
Advertising costs are charged to expense as incurred
and are presented as part of the “Selling, general and administrative” line item. Advertising costs incurred during the three
months ended June 30, 2025 and 2024 were $
Research and Development
Research and development costs are expensed as
incurred per ASC Topic 730. None of the activities of the Company in the periods presented qualified for exceptions to the general guidance
of ASC Topic 730. Research and development costs incurred during the three-month ended June 30, 2025 and 2024 were $-
We calculate basic net income (loss) per share using the weighted average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.
For the six months ended June 30, 2025 and 2024 , there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive. Securities which may have affected the calculation of diluted earnings per share for the six months ended June 30, 2025 if their effect had been dilutive include outstanding options and warrants to purchase our common stock and unvested shares of common stock.
Segments
The Company operates in one segment for the manufacture and distribution of its products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
| 13 |
Recently Issued Accounting Standard
In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 2— INVENTORIES
Inventories, which consist of finished goods, are comprised of the following:
| Finished Goods: | 06/30/2025 | 12/31/2024 | ||||||
| Medical testing | $ |
|
$ |
|
||||
| Wellness devices |
|
|
||||||
| Nutritional |
|
|
||||||
| Total Finished Goods | $ |
|
$ |
|
||||
Medical testing equipment components were purchased and assembled once orders were received during the financial statement period. The medical testing components are salable separately in the form received. Nutritional inventories are purchased in finished form .
NOTE 3— PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| 06/30/2025 | 12/31/2024 | |||||||
| Prepaid commissions | $ |
|
$ |
|
||||
| Other current assets |
|
|
||||||
| Total | $ |
|
$ |
|
||||
NOTE 4 – ACQUISITION OF DOCSUN TECHNOLOGY
On January 8th, 2024, the Company acquired
| 14 |
The technology acquired from DocSun was being
amortized based on an expected useful life of
NOTE 5 – MERGER TRANSACTION WITH FINDIT
Effective March 8, 2024, BioRegenx, Inc, a Nevada corporation was merged into Findit, Inc., with Findit, inc. being the surviving company.
Pursuant to the merger, all of the issued and
outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for
common shares and
Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s)
of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into
the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the
majority shareholders retired a total of
common shares; as a result, the existing shareholder of Findit retained
shares of common stock valued at $
The following table summarizes the fair value of the assets acquired and liabilities assumed on the date of acquisition, and as follows:
| $ Amount | ||||
| Consideration | ||||
| BioRegenx common stock shares | $ |
|
||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Intangibles - search engine, domain, website, source code, provisional | $ |
|
||
| Accrued expenses |
(
|
) | ||
| Accrued Interest |
(
|
) | ||
| Loan Payable |
(
|
) | ||
|
|
||||
| Goodwill, provisional |
|
|||
| Total | $ |
|
||
| Acquisition related costs | $ |
|
||
The technology acquired from Findit was being
amortized based on an expected useful life of
The proforma results of operations of Findit for the three and six month period ended June 30, 2024, were not material.
| 15 |
NOTE 6— INTANGIBLES
Identifiable intangible assets consisted of the following:
| 06/30/2025 | 12/31/2024 | |||||||
| Prepaid royalties | $ |
|
$ |
|
||||
| Less accumulated amortization |
(
|
) |
|
|||||
| Net intangible assets | $ |
|
$ |
|
||||
On May 5, 2025, the Company entered into a binding
sub-license and purchase agreement with the owners of certain intangible technology and distribution license on which the GlycoCheck systems
are based. The sub-license and royalty period applies retroactively to November of 2023. The agreement calls for a royalty of $500 for
each GlycoCheck system sold. The contract calls for an unconditional minimum of $
See Notes 9 Commitments and Contingencies.
NOTE 7— ISSUANCE OF COMMON STOCK AND OPTIONS
Issuance of common stock for services
During the period ended March 31, 2024 the Company granted shares of its common stock with a fair value of $ to two consultants for services. One tranche of shares of stock issued had a vesting term of 50% at grant date, 25% on 1 st year anniversary date, and the remaining 25% on 2 nd year anniversary from grant date. During the periods ended June 30, 2025 and 2024 shares with a fair value of $ and $ vested and are included in Selling, General and administrative expenses. As of December 31, 2024, there were unvested shares with a fair value of approximately $ issuable. In February, 2025, the shares issuable at December 31, 2024 were issued and recorded $ for the unvested shares from previous grants. As of June 30, 2025, unamortized compensation of $270,859 will be recognized through December 31, 2025.
During the period ended June 30, 2025, the Company
issued
common shares to consultants and professionals for services with an aggregate fair value of $
During the period ended June 30, 2025 the Company
granted
shares of its common stock with an aggregate fair value of $
| 16 |
Issuance of common stock as loan incentives
In the six months ended June 30, 2024, the
Company granted
shares of its common stock with a fair value of $
Issuance of common stock and warrants for refunds
In November 2023, the Company offered to
certain customers whose orders had been deferred, the option of accepting shares of common stock or warrants to acquire common
stock, as compensation for the delivery delay. There were
shares with a fair value of $
Stock option awards
During the period ended June 30, 2024 the Company granted options to acquire shares of its common stock at $.13 per share with a fair value of $ to two officers and directors. At grant date of the options vested immediately, and of the options had a vesting term of 50% at grant date, 25% on 1 st year anniversary date, and the remaining 25% on 2 nd year anniversary from grant date. During the period ended June 30, 2024, options with a fair value of $ vested and are included in Selling, General and administrative expenses.
For stock options and warrants granted, the Company estimated the fair value of each stock option or warrant at grant dates using the Black-Scholes option-pricing model with the following assumptions:
| 2024 | ||||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Expected volatility | % | |||
| Expected life | yr | |||
A summary of all stock options and warrants outstanding as of June 30, 2025 follows:
|
Number of
Shares |
Weighted-Average Exercise Price |
|||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
|||||
| Granted |
|
|
||||||
| Exercised |
|
|
||||||
| Forfeited |
|
|
||||||
| Outstanding as of June 30, 2025 |
|
$ |
|
|||||
| Exercisable at June 30, 2025 |
|
$ |
|
|||||
| 17 |
Options and Warrants Outstanding and Exercisable at June 30, 2025:
|
Range of
Exercise Price |
#of Options and Warrants Exercisable |
Weighted Average
Exercise Price |
Weighted Average Remaining (Years) | |||
| $ to |
|
$
|
The outstanding and exercisable options and warrants
had
NOTE 8— LOANS
The Company, through certain subsidiaries, financed past activities, in part, with borrowing from private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and related parties. Loans from unrelated parties are as follows:
| 06/30/2025 | 12/31/2024 | |||||||
| (A) Howard note - In Default | $ |
|
$ |
|
||||
| (A) Howard note - In Default |
|
|
||||||
| (B) Goff note - In Default |
|
|
||||||
| (C) Insurance notes |
|
|
||||||
| (D) Alder note, net of discount |
|
|
||||||
| (D) Genesis Glass note, net of discount |
|
|
||||||
| (E) EIDL notes ($400,000 in default) |
|
|
||||||
| (F) Other |
|
|
||||||
| Total |
|
|
||||||
| Less unamortized discount |
(
|
) |
(
|
) | ||||
| Less current portion |
(
|
) |
(
|
) | ||||
| Total long term | $ |
|
$ |
|
||||
| (A) | The first Howard note was advanced on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 common shares, which would only be issuable in lieu of the interest in the subsidiary, if agreed upon by the Company. |
| (B) | The Goff note had a maturity date of February 13 th , 2016 and is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date. |
| (C) | Insurance notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments and were paid off as of June 30, 2025. |
| 18 |
| (D) |
On January 10
th
, 2024, the Company issued two unsecured notes for $
|
| (E) |
As of December 31, 2023, the Company had two outstanding economic injury disaster loans (EIDL loan) issued under the Small Business Administration’s COVID-19 recovery program of $
|
| As of June 30, 2025, the Company was delinquent on payments on two of the EIDL loans in the aggregate amount of $400,000, and such amounts have been reflected as current in the accompanying financial statements. | |
| (F) |
As of June 30, 2025 and December 31, 2024, four and five notes including accrued interest in aggregate amounts of $
|
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. Each of the listed loans below indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear interest rates from 8% to 16% per annum. The loan indicated with a B does not have stated terms. See note 10 for description of security.
| 19 |
The principal amount of debt from related parties is summarized in the following table:
| Related Party | 06/30/2025 | 12/31/2024 | |||||||
| Libertas Trust |
|
|
A | ||||||
| Wilshire Holding Trust |
|
|
A | ||||||
| Resco Enterprises Trust |
|
|
A | ||||||
| Avis Trust |
|
|
A | ||||||
| JS Bird |
|
|
A | ||||||
| Thomas Power |
|
|
A | ||||||
| Richard Long |
|
|
B | ||||||
|
|
|
||||||||
The entire balance of related party loans is recorded as current liabilities.
Total accrued interest on related party debts was $
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases office space for its headquarters in Chattanooga Tennessee on a short-term lease. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month. In addition, the Company also rents storage space on a month-to-month basis in various locations total monthly cost was less than $1,000 per month.
Warrants issuable upon financing
In August 2023, Hitesh Juneja, a former employee, was granted warrants in an amount to be determined based on the amount of approved equity financing related to his efforts. The grant provided for warrants equal to ½% of the outstanding shares at the time of the grant. Warrants for the ½% of outstanding shares would be issued for bringing in $1,000,000 of equity, with a maximum percentage of 7% for larger equity fundings. The warrants would be exercisable at the fair market value of the shares on the date of funding. The warrants are exercisable one third on the date of grant and one third each of the next two years. No warrants have been issued under this grant and no compensation expense has been recognized.
VHS Pool
In January of 2025, a member of the VHS Pool contacted the Company and claimed the change in ownership of Microvascular Health Solutions when it became a subsidiary of the Company in April of 2021 may potentially constitute a liquidity event which would accelerate the VHS Pool payments. The Company and the VHS Pool Member have since been negotiating terms of a revised royalty agreement. The parties agreed to a tolling of the statute of limitations of the potential breech until the earlier of June 30, 2026 or within in 60 days should either party terminate the agreement. The Company does not believe there has been a breach and that the effect of a revised agreement will not have a material effect on the financial statements or future operations.
| 20 |
GlycoCheck B.V. Lawsuit
On April 21, 2025, former officers and directors of the Company, Bob Long and Hans Vink, in their capacity as directors of GlycoCheck B.V. (“GlycoCheck”), filed a complaint against the Company and its subsidiary, MicroVascular Health Solutions, LLC, in the Business and Chancery Court of the State of Utah, alleging breach of contract and related damages resulting from unpaid royalties and unjust enrichment. The plaintiffs are claiming damages in excess of $566,682. The Company has evaluated the claims and considers them to be without merit, based on the following reasons; (1) in November 2023, GlycoCheck lost its license to use the technology, which was the basis of the contract that is the subject of the claim, (2) the licensor of the technology is an unrelated party and has allowed the Company to continue to operate under the terms of the original agreement and (3) there were no amounts paid or accrued under the contract during the years ended December 31, 2024 and 2023.
The Company records a liability when a particular contingency is probable and estimable. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that this matter is estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future. See Note 6 – Intangibles.
GlycoCheck Intangible Property Agreement
On May 5, 2025, the Company entered into a binding
sub-license and purchase agreement with the owners of certain intangible technology and distribution license on which the GlycoCheck systems
are based. The sub-license and royalty period applies retroactively to November of 2023. The agreement calls for a royalty of $500 for
each GlycoCheck system sold, and the funding of a prepaid royalty account within 60 days of the contract date. The contract calls for
a minimum of $
See Note 6 – Intangibles.
Company disputes and other claims
The Company is involved in other disputes, not disclosed individually, with certain parties, including parties that are former officers and board members and vendors associated with their activities. Such disputes arise from time to time in the ordinary course of conducting business. The disputes including matters involving amounts due to the Company, contract performance standards, and liabilities under contracts or arrangements entered by the prior officers including with parties related to them. The Company records a liability when a particular contingency is probable and estimable. The Company faces contingencies that are reasonably possible to occur; however, they cannot currently be estimated. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future.
| 21 |
NOTE 10 — RELATED-PARTY TRANSACTIONS
Rental
The Company rents its home office from BBD Holdings,
LLC which is controlled by Joseph Bird, an officer and director. The rental is on the month-to-month basis and is at a rate of $1,725
per month which is no more than the prevailing rate for the Chattanooga, TN market. Rent paid during the six months ended June 30, 2025
and 2024 were $
Royalties
The Company sells a product subject to a royalty agreement with the VHS Pool that was set up by a predecessor entity, through two if its subsidiaries. A former officer and director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool. Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments are not ascertainable.
The royalty agreement calls for the payment of 1% of the gross sales of the subject product(s). The royalty applies to any product designed to support a healthy Endothelium Glycocalyx, such as the Company’s Endocalyx. The royalty agreement also calls for the payment of 1% of the proceeds, after taxes, on a liquidity event. A liquidity event is defined as the subsidiary entering an arms-length transaction with a third party or making an initial public offering. Should a liquidity even occur, the agreement requires a minimum payment to raise the pool amount to $7,500,000. The pool ceiling is $15,000,000 and the Company may have two subsidiaries subject to the agreement.
In January of 2025, a member of the VHS Pool contacted the Company and claimed the change in ownership of Microvascular Health Solutions when it became a subsidiary of the Company in April 0f 2021 may potentially constitute a liquidity event which would accelerate the VHS Pool payments. The Company and the VHS Pool Member have since been negotiating terms of a revised royalty agreement. The parties agreed to a tolling of the statute of limitations of the potential breech until the earlier of June 30, 2026 or within in 60 days should either party terminate the agreement. The Company does not believe there has been a breech and that the effect of a revised agreement will not have a material effect on the financial statements or future operations.
Royalties paid during the three months periods
ended June 30, 2025 and 2024 were $
Royalties paid during the six months periods
ended June 30, 2025 and 2024 were $
Distribution Agreement
The Company has a worldwide distribution agreement with GlycoCheck B.V. for the GlycoCheck machine distribution. Bob Long and Hans Vink were directors of BioRegenx, Inc. and are directors of Glycocheck B.V. and may have an ownership interest in Glycocheck B.V. Mr. Long and Mr. Vink have left the Company and have called into question the status of the distribution agreement by issuing a cancellation notice. There were no amounts paid or accrued under the distribution agreement during the three months ended June 30, 2025 and the year ended 2024. The cancellation notice was issued in January of 2024 without the consent of the majority owners of GlycoCheck B.V. In November 2023, GlycoCheck B.V. lost its license to use the technology, which was the basis of the distribution agreement with the Company. The licensor of the technology is an unrelated party and has allowed the Company to continue to operate under the terms of the original agreement. See Note 6 – Intangibles.
| 22 |
Legal Counsel
The Company’s legal counselors included
a former member of the board of directors, Jody Walker. Jody provided legal services for SEC reporting and general legal matters through
her firm J.W. Walker & Associates until her resignation in July of 2024. The balance of $
Accounts Payable – Related Parties
The Company reimburses certain officers and board
members for company expenses paid through individual credit cards. Total short-term advances from Resides Enterprises, a company controlled
by William Resides, Chief Executive Officer, were $
Notes Payable – Related Parties
Certain related party loans are secured by all assets of the Company or all assets of a subsidiary as evidenced by UCC Financing Statements as follows:
| Filed on Loans to BioRegenx | ||||
| Libertas Trust | $ |
|
||
| Wilshire Holding Trust | $ |
|
||
| Filed on Loans to NuLife Sciences | ||||
| Resco Enterprises Trust | $ |
|
||
| Avis Trust | $ |
|
||
NOTE 11— SEGMENT INFORMATION
The Company operates and manages its business as one reportable and operating segment as a medical testing, diagnostic and nutraceutical company. The Company focuses on commercialization of its patented technologies in its field.
The Company’s Chief Operating Decision Maker (CODM) reviews financial information and presented and decides how to allocate resources based on potential new revenues. gross sales, cost of goods sold and net income (loss) are used for evaluating financial performance.
Significant segment items used by the CODM include gross sales, cost of goods sold, salaries, stock based compensation, distributor incentive, legal and accounting, depreciation and amortization and interest expense.
| Schedule of segment reporting | For the Three Months Ended | For the Six Months Ended | ||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Net Sales |
|
|
|
|
||||||||||||
| Less: | ||||||||||||||||
| Cost of Sales |
|
|
|
|
||||||||||||
| Salaries and Wages |
|
|
|
|
||||||||||||
| Stock Based Compensation |
|
|
|
|
||||||||||||
| Distributors incentives |
|
|
|
|
||||||||||||
| Legal and accounting |
|
|
|
|
||||||||||||
| Depreciation and amortization |
|
|
|
|
||||||||||||
| Other operating expenses |
|
|
|
|
||||||||||||
| Interest expense |
|
|
|
|
||||||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| 23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company was originally incorporated on December 23, 1998 in the state of Nevada as “Knowledge Networks, Inc.” The Company’s name was changed to “Findit, Inc.” on March 25, 2016. On March 8, 2024, the Company was the surviving corporation in a merger transaction (described below), and, as part of the merger transaction, the Company’s name was changed to “BioRegenx, Inc.”
The Company develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
On April 6, 2021, the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of the Company. The combination is expected to produce synergies between companies with the production activities and the distribution network of the marketing company.
On January 8, 2024, the Company acquired all the shares outstanding of DocSun Biomedical Holdings, Inc. in exchange for shares of the Company’s stock. This acquired company is accounted for as an asset acquisition and the activities of the acquired assets are included in the consolidated financial statements starting with the acquisition.
Pursuant to Articles of Merger effective March 8, 2024, BioRegenx, Inc., also a Nevada corporation (the “merged entity”), was merged into the Company (“surviving entity”)and the Company adopted and changed its name to the merged entity’s name - “BioRegenx, Inc.”
Pursuant to the merger, all of the issued and outstanding common and preferred shares of the merged entity were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company. which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The Company’s post-merger existing shareholders retained 104,552,804 shares of common stock. The exchange value of the publicly traded stock that was retained was valued at $7,318,594, based on the Company’s trading price as of the date of the Merger.
The Company develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
Results of Operations
The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to fund working capital in order to pursue our current plans to develop our business.
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The tables presented below compare our results of operations for the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024, in both dollars and percentages.
| For the Three Months Ended | ||||||||||||||||
| June 30, 2025 | June 30, 2024 | $ Variance Favorable/ (Unfavorable) | % Variance Favorable/ (Unfavorable) | |||||||||||||
| Revenues: | ||||||||||||||||
| Gross sales | $ | 446,784 | $ | 857,534 | $ | (410,750 | ) | -48% | ||||||||
| Returns | (814 | ) | (123,502 | ) | 122,688 | 99% | ||||||||||
| Net sales | 445,970 | 734,032 | (288,062 | ) | -39% | |||||||||||
| Cost of sales | 93,514 | 264,154 | 170,640 | 65% | ||||||||||||
| Gross profit | 352,456 | 469,878 | (117,422 | ) | -25% | |||||||||||
| Operating expenses: | ||||||||||||||||
| Distributors incentives | 2,987 | 112,588 | 109,601 | 97% | ||||||||||||
| Selling, general and administrative | 456,728 | 1,397,087 | 940,359 | 67% | ||||||||||||
| Total operating expenses | 459,715 | 1,509,675 | 1,049,961 | 70% | ||||||||||||
| Loss from operations | (107,259 | ) | (1,039,797 | ) | 932,538 | 90% | ||||||||||
| Interest expense and financing costs | (71,086 | ) | (66,330 | ) | (4,755 | ) | -7% | |||||||||
| Net loss | $ | (178,345 | ) | $ | (1,106,128 | ) | $ | 927,783 | 84% | |||||||
For the three months ended June 30, 2025, the Company had gross sales of $446,784 and returns of $(814) resulting in net sales of $445,970. Comparatively, for the three months ended June 30, 2024, the Company had gross sales of $857,534 and returns of $(123,502) resulting in net sales of $734,032. Net sales decreased by 39% and returns decreased by 99% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The resulting decrease in net sales and returns related to the product issues experienced with the medical testing machine.
Cost of sales were $93,514 resulting in gross profit of $352,456 for the three months ended June 30, 2025. Cost of sales were $264,154 resulting in gross profit of $469,878 for the three months ended June 30, 2024. Cost of goods sold decreased by 65% and gross profit decreased by 25% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The resulting decrease related to lower product sales caused by the effects on the distributor base from product issues experienced with the medical testing machine.
For the three months ended June 30, 2025, the Company paid out distributors’ incentives of $2,987 and other selling, general and administrative expenses of $456,728 resulting in total operating expenses of $459,715. These selling, general and administrative expenses consisted primarily of employee expenses of $124,513 and other operating expenses of $335,202. Other operating expenses consisted of advertising and marketing of $24,547, depreciation expense of $12,377, software costs of $2,178, bank and payment charges of $1,352, contract labor of $24,650, legal and accounting of $115,701, professional services of $48,921, which includes $ 89,759 of fair value of grants of common shares, insurance of $9,222, taxes and licenses of $1,346, rent & lease of $17,801 and miscellaneous expenses of $77,107. Additionally, the Company had interest expense and financial costs of $71,086 resulting in net loss of $(178,345) for the three months ended June 30, 2025.
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Comparatively, for the three months ended June 30, 2024, the Company paid out distributors’ incentives of $112,588 and had selling, general and administrative expenses of $1,397,087 resulting in total operating expenses of $1,509,675. These selling, general and administrative expenses consisted primarily of employee expenses of $332,863, amortization expense of $562,089 and operating expenses of $502,135. Operating expenses consisted of advertising and marketing of $16,377, software costs of $9,973, product development costs of $450, bank and payment charges of $18,273, contract labor of $55,578, legal and accounting of $110,335, professional services of $218,475, insurance of $20,868, taxes and licenses of $4,971, rent & lease of $11,537, travel of $4,723 and miscellaneous expenses of $30,575. Additionally, the Company had interest expense and financial costs of $66,331 resulting in net loss of $(1,106,128) for the three months ended June 30, 2024.
Distributor incentives decreased by 97% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of the reduction in sales between the periods. Selling, general and administrative expenses decreased by 70% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, decreases relating to equity compensation granted and legal, accounting, professional and amortization cost during the three months ended June 30, 2025.
The Company had a loss from operations of $(107,259) and $(1,039,797) for the three months ended June 30, 2025 and June 30, 2024, respectively. For those same periods, the Company had interest expense and financing costs of $(71,086) and $(66,330). As a result, the Company had a net loss of $(178,345) and $(1,106,128) for the three ,months ended June 30, 2025 and June 30, 2024, respectively. Net loss decreased by 84% and interest expense increased by 7% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The resulting decreases related to decreases in net sales and in returns related to the product issues experienced with the medical testing machine and a resulting equity refund offer by the Company, equity compensation, legal, accounting, professional and amortization expenses. Interest expense increased due to higher debt balances during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
| For the Six months Ended | ||||||||||||||||
| 30-Jun-25 | 30-Jun-24 | $ Variance Favorable/ (Unfavorable) | % Variance Favorable/ (Unfavorable) | |||||||||||||
| Revenues: | ||||||||||||||||
| Gross sales | $ | 963,274 | $ | 1,542,483 | $ | (579,209 | ) | -38% | ||||||||
| Returns | (2,158 | ) | (258,903 | ) | 256,745 | 99% | ||||||||||
| Net sales | 961,116 | 1,283,580 | (322,464 | ) | -25% | |||||||||||
| Cost of sales | 202,630 | 429,544 | 226,914 | 53% | ||||||||||||
| Gross profit | 758,486 | 854,036 | (95,550 | ) | -11% | |||||||||||
| Operating expenses: | ||||||||||||||||
| Distributors incentives | 11,265 | 167,246 | 155,981 | 93% | ||||||||||||
| Selling, general and administrative | 1,047,095 | 4,806,023 | 3,758,928 | 78% | ||||||||||||
| Total operating expenses | 1,058,360 | 4,973,269 | 3,914,909 | 79% | ||||||||||||
| Loss from operations | (299,874 | ) | (4,119,233 | ) | 3,819,359 | 93% | ||||||||||
| Interest expense and financing costs | (145,325 | ) | (139,353 | ) | (5,972 | ) | -4% | |||||||||
| Total other expenses | (145,325 | ) | (139,353 | ) | (5,972 | ) | -4% | |||||||||
| Net Loss | $ | (445,199 | ) | $ | (4,258,586 | ) | $ | 3,813,387 | 90% | |||||||
For the six months ended June 30, 2025, the Company had gross sales of $963,274 and returns of $(2,158) resulting in net sales of $961,116. Comparatively, for the six months ended June 30, 2024, the Company had gross sales of $1,542,483 and returns of $(258,903) resulting in net sales of $1,283,580. Net sales decreased by 38% and returns decreased by 99% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The resulting decrease in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional sales.
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Cost of sales were $202,630 resulting in gross profit of $758,486 for the six months ended June 30, 2025. Cost of sales were $429,544 resulting in gross profit of $854,036 for the six months ended June 30, 2024. Cost of goods sold decreased by 53% and gross profit decreased by 11% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The resulting decrease related to lower product sales caused by the effects on the distributor base from product issues experienced with the medical testing machine and its effect on nutritional sales.
For the six months ended June 30, 2025, the Company paid out distributors’ incentives of $11,265 and other selling, general and administrative expenses of $1,047,095 resulting in total operating expenses of $1,058,360. These selling, general and administrative expenses consisted primarily of employee expenses of $231,349 and other operating expenses of $815,746. Other operating expenses consisted of advertising and marketing of $45,567, depreciation expense of $24,754, software costs of $3,879, bank and payment charges of $3,202, contract labor of $56,140, legal and accounting of $235,610, professional services of $252,841, which includes $173,106 of fair value of grants of common shares, insurance of $20,420, taxes and licenses of $6,125, rent & lease of $27,176 and miscellaneous expenses of $140,032. Additionally, the Company had interest expense and financial costs of $145,325 resulting in net loss of $(445,199) for the six months ended June 30, 2025.
Comparatively, For the six months ended June 30, 2024, the Company paid out distributors’ incentives of $167,246 and had selling, general and administrative expenses of $4,806,023 resulting in total operating expenses of $4,973,269. These selling, general and administrative expenses consisted primarily of employee expenses of $1,723,587, amortization expense of $1,059,860 and operating expenses of $2,022,576. Operating expenses consisted of advertising and marketing of $28,079, software costs of $35,809, bank and payment charges of $36,448, contract labor of $106,605, legal and accounting of $273,003, professional services of $1,395,737, insurance of $40,516, taxes and licenses of $12,767, postage of $8,519, rent & lease of $20,221, travel of $4,723 and miscellaneous expenses of $60,150. Additionally, the Company had interest expense and financial costs of $139,353 resulting in net loss of $(4,258,586) for the six months ended June 30, 2024.
Distributor incentives decreased by 93% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of the reduction in distributor sales between the periods. Selling, general and administrative expenses decreased by 78% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, relating primarily to the decrease in equity compensation and amortization recorded during the six months ended June 30, 2025.
The Company had a loss from operations of $(299,874) and $(4,119,233) for the six months ended June 30, 2025 and June 30, 2024, respectively. For those same periods, the Company had interest expense and financing costs of $145,325 and $139,353. As a result, the Company had a net loss of $(455,199) and $(4,258,586) for the six months ended June 30, 2025 and June 30, 2024, respectively. Net loss decreased by 90% and interest expense increased by 4% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The resulting decreases related to decreases in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional sales which were offset by decreased in equity compensation, legal, accounting, professional and amortization expenses. Interest expense increased due to higher debt balances during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Liquidity and Capital Resources
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern.
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The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings to continue operating. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, for the six months ended June 30, 2025, the Company incurred a net loss of $445,199 and had a Stockholders’ deficit of $3,654,708 as of that date. At June 30, 2025, the Company had cash on hand in the amount of $46,456. In addition, notes payable of $522,500 are in default. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2024, has also expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.
Operating Activities.
For the six months ended June 30, 2025, the Company had net loss of $(455,199) and had net cash provided by operating activities of $40,900. Comparatively, for the six months ended June 30, 2024, the Company had net loss of $(4,258,586) and had net cash used in operating activities of $(281,591).The improvement in cash from operations related to efforts of management to reduce expenses and conserving cash by managing aging schedules and using equity compensation.
Investing Activities.
For the six months ended June 30, 2025, the Company invested $50,000 in its acquisition of license rights.
For the six months ended June 30, 2024, the Company made purchases of property and equipment of $(189,390), cash acquired in the DocSun transaction of $1,445 and acquired intangibles of $(2,652). As a result, the Company had net cash used in investing activities of $(190,597) for the six months ended June 30, 2024.
Financing Activities.
For the six months ended June 30, 2025, the Company made note and loan payments of $(23,592) and raised funds through notes payable amounting to $30,000. As a result, the Company had net cash provided by financing activities of $6,408.
For the six months ended June 30, 2024, the Company made note and loan payments of $(29,458), had an increase in note and loan balances of $400,000 and had an increase in note and loan balances – related parties of $32,079. As a result, the Company had net cash provided by financing activities of $402,621 for the six months ended June 30, 2024.
Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.
Notwithstanding, the Company anticipates generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic arrangement with a third party. Management has yet to find a solution to its funding requirements.
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The Company, through certain subsidiaries, financed past activities, in part, with borrowing from private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and related parties. Loans from unrelated parties are as follows:
| 06/30/2025 | 12/31/2024 | |||||||
| (A) Howard note - In Default | $ | 50,000 | $ | 50,000 | ||||
| (A) Howard note - In Default | 50,000 | 50,000 | ||||||
| (B) Goff note - In Default | 22,500 | 22,500 | ||||||
| (C) Insurance notes | – | 11,128 | ||||||
| (D) Alder note, net of discount | 163,267 | 163,644 | ||||||
| (D) Genesis Glass note, net of discount | 152,912 | 165,000 | ||||||
| (E) EIDL notes ($400,000 in default) | 550,000 | 550,000 | ||||||
| (G) Other | 161,805 | 126,479 | ||||||
| Total | 1,150,484 | 1,138,751 | ||||||
| Less unamortized discount | (620 | ) | (874 | ) | ||||
| Less current portion | (970,117 | ) | (883,271 | ) | ||||
| Total long term | $ | 179,747 | $ | 254,606 | ||||
| (A) | The first Howard note was advanced on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 common shares, which would only be issuable in lieu of the interest in the subsidiary, if agreed upon by the Company. |
| (B) | The Goff note had a maturity date of February 13 th , 2016 and is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date. |
| (C) | Insurance notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments and were paid off as of June 30, 2025. |
| (D) | On January 10 th , 2024, the Company issued two unsecured notes for $165,000 each, Alder and Genesis Glass. The notes are due in twelve months from the note date or before if the Company brings in equity equal to $1,500,000. The funds were designated for the improvement of the technical infrastructure of the newly acquired DocSun Biomedical Holdings, Inc. Each note was issued with a $15,000 original issue discount and the issuance of 72,000 common shares with a fair value of $9,990 were paid to each lender as an additional loan fee, resulting in an aggregate loan discount of $49,980 which was amortized over the initial life of the loan. Subsequent to year end the loans were extended until October 9 th , 2025 by agreement with the lender. The extension terms call for 1% interest per month and $5,000 payments per month on the Genesis Glass note until May 2025 at which time the payments become $5,000 per month for each note. The Company has issue 250,000 common shares to the lender for each note extended. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increases to 1.5%. |
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| (E) | As of December 31, 2023, the Company had two outstanding economic injury disaster loans (EIDL loan) issued under the Small Business Administration’s COVID-19 recovery program of $200,000 and $150,000. During 2024, the Company assumed another EIDL loan in the amount of $200,000 upon the acquisition of Findit, Inc. (see Note 5) resulting in total balance due as of June 30, 2025 and December 31, 2024 of $550,000. The EIDL loans are secured by the Company’s assets. Each loan has a 30-year term and an interest rate of 3.75% per annum. The SBA granted a total of thirty months payment deferment period under the EIDL program for Covid-19 related loans, all of the EIDL loans qualified for and used the full deferment period. Interest continued to accrue during the deferment period and the deferred amounts will be paid as a balloon payment at the end of the 30-year amortization period. Current payments are being applied against interest accrued. The notes maturity dates are May 17, 2050 for a $150,000 note, July 12, 2051 for a $200,000 note and July 17, 2050 for the $200,000 Findit EIDL loan. |
| As of June 30, 2025, the Company was delinquent on payments on two of the EIDL loans in the aggregate amount of $400,000, and such amounts have been reflected as current in the accompanying financial statements. | |
| (F) | As of June 30, 2025 and December 31, 2024, four and five notes including accrued interest in aggregate amounts of $181,436 and $140,621, respectively, were due. A total of 65,000 warrants with a fair value of $1,284 were issued in relation to the note proceeds and were recorded as a valuation discount to be amortized over the life of the note (of which $620 remains to be amortized at June 30, 2025). The convertible notes have a stated interest rate of 16%, of which 10% is payable by adding to the principal of the note and 6% is payable in cash, biannually. The notes are convertible into common shares at the option of the noteholder at 0.09 cents per common share. The notes mature 2 years after the note date. The Company has the option to convert the convertible notes in the event of an uplist to a national stock exchange. The conversion price to the Company is the lessor of 0.09 cents or 85% of the price at on the national exchange. For each $5,000 principal of the notes, the Company granted 2,500 warrants to purchase common stock at 0.20 cents per common share. The warrants expire 2 years after the Company’s shares are listed on an internationally recognized exchange. The amounts recorded are net of unamortized discounts of $620 consisting of the fair value of the warrants granted. A total of $10,806 interest is included in the loan balances. |
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. Each of the listed loans below indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear interest rates from 8% to 16% per annum. The loan indicated with a B does not have stated terms. See note 10 for description of security.
The principal amount of debt from related parties is summarized in the following table:
| Related Party | 06/30/2025 | 12/31/2024 | ||||||||
| Libertas Trust | $ | 180,000 | $ | 180,000 | A | |||||
| Wilshire Holding Trust | 518,000 | 518,000 | A | |||||||
| Resco Enterprises Trust | 157,747 | 157,747 | A | |||||||
| Avis Trust | 67,606 | 67,606 | A | |||||||
| JS Bird | 32,079 | 32,079 | A | |||||||
| Thomas Power | 32,591 | 31,093 | A | |||||||
| Richard Long | 39,862 | 39,862 | B | |||||||
| $ | 1,027,885 | $ | 1,026,387 | |||||||
The entire balance of related party loans is recorded as current liabilities.
Total accrued interest on related party debts was $495,676 at June 30, 2025 and $424,277 at December 31, 2024.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the period ended June 30, 2025. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification material weaknesses in our internal control over financial reporting as set forth below.
| • | Ineffective Control Environment. The Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) did not have its Board of Directors review and approve significant transactions; (iii) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (iv) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements; (v) had inadequate segregation of duties consistent with control objectives; and (vi) lack of written documentation of the Company’s key internal control policies and procedures over financial reporting. The Company is required under Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal control over financial reporting. The Company did not formally document policies and controls to enable management and other personnel to understand and carry out their internal control responsibilities including the lack of closing checklists, budget-to-actual analyses, balance sheet variation analysis, and pro-forma financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner; | |
| • | Ineffective controls over financial statement close and reporting process. The Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company: (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements; and (ii) did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved; and | |
| • | Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the period ended June 30, 2025, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. |
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As of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2025, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, please see Note 8 “ Commitments and Contingencies – Company Disputes and Other Claims in the Notes to Condensed Consolidated Financial Statements set forth in Part I, Item 1 Financial Statements of this Quarterly Report.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period ended June 30, 2025, 1,936,000 common shares issuable at December 31, 2024 with an aggregate fair value of $268,620 were issued.
During the period ended June 30, 2025, the Company issued 577,479 common shares to consultants and professionals for services with an aggregate fair value of $10,663.
During the period ended June 30, 2025 the Company granted 571,430 shares of its common stock with an aggregate fair value of $11,173 to its directors and an officer for services.
During the period ended June 30, 2025 the Company issued 577,143 shares of its restricted common stock valued at $7,715 to a consultant as payment for amounts payable under a services agreement.
In the six months ended June 30, 2025, the Company granted 500,000 shares of restricted common stock valued at $5,900 to two note holders as a loan fee.
The foregoing securities were issued pursuant to exemption under 4(a)(2) of the Securities Act of 1933, as amended on the basis that there was no public offering and the Company’s pre-existing relationship with each of the recipients.
Item 3. Defaults Upon Senior Securities
Notes payable of $522,500 are in default.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On May 5, 2025, the Company entered into a sub-license and purchase agreement with the owners of certain intangible technology and distribution license on which the GlycoCheck systems are based. The sub-license and royalty period applies retroactively to November of 2023. The agreement calls for a royalty of $500 for each GlycoCheck system sold. The contract calls for an unconditional minimum of $750,000 in royalties over the three-year sub-license term.
There have been no changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
During the
quarter ended June 30, 2025, no director or officer of the Company
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Item 6. Exhibits
The following is a list of the exhibits filed as part of this Form 10-Q. The documents incorporated by reference can be viewed on the SEC’s website at http://www.sec.gov.
| Exhibit No. | Description | |
| 3.1 | Articles of Incorporation dated December 23, 1998 (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 3.2 | Amendment to Certificate of Designation of Series B Convertible Preferred Stock filed December 30, 2015 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K, as filed on April 4, 2023) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation filed with the State of Nevada on March 29, 2016 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K as filed on April 4, 2023) | |
| 3.4 | Certificate of Amendment to Articles of Incorporation filed on March 8, 2024 (incorporated by reference to Exhibit 3.6 to Current Report on Form 8-K dated March 8, 2024, as filed April 1, 2024) | |
| 3.5 | Articles of Merger dated March 8, 2024 (incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.6 | Certificate of Designation of Series A Preferred Shares filed March 14, 2024 (incorporated by reference to Exhibit 3.7 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.7 | Certificate of Correction dated March 26, 2024 (incorporated by reference to Exhibit 3.8 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.8 | Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 10.1* | Sublicense and Assignment Agreement dated May 5, 2025 | |
| 31 | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32** | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 | The following materials from BioRegenx, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Changes in Stockholders (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements | |
| 104 | The cover page from the BioRegenx, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL and contained in Exhibit 101 |
*Certain portions of this exhibit have been omitted because they are not material and are the type that the registrant treats as private or confidential.
** These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BioRegenx Inc.
/s/ William Resides
By: William Resides
Chief Executive Officer, Interim Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
Date: August 14, 2025
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