Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

The following discussion and analysis of the Company's financial condition and results of operations is based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

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 16 for 1 split of its common shares. All share and per share amounts have been retroactively restated as if the reverse occurred as of the earliest period presented.

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").

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.

The tables presented below compare our results of operations for the year ended December 31, 2025 to the year ended December 31, 2024, in both dollars and percentages.

		For the Year Ended								$ Variance				% Variance
		December 31, 2025				December 31, 2024				Favorable/ (Unfavorable)				Favorable/ (Unfavorable)
Revenues:
Gross sales		$	1,862,543			$	2,601,839			$	(739,296	)			-28%
Returns			(8,030	)			(261,733	)			253,703				-97%
Net Sales			1,854,513				2,340,106				(485,593	)			-21%
Cost of sales			350,855				681,685				(330,830	)			49%
Gross profit			1,503,658				1,658,421				(154,763	)			-9%
Operating expenses:
Distributors incentives			15,924				173,928				(158,004	)			91%
Selling, general and administrative			2,006,725				5,851,190				(3,844,465	)			66%
Amortization expense			-				2,184,037				(2,184,037	)			100%
Impairment expense			725,000				16,212,621				(15,487,621	)			96%
Total operating expenses			2,747,649				24,421,776				(21,674,127	)			89%
Loss from operations			(1,243,991	)			(22,763,355	)			21,519,364				95%
Other income (expense):
Interest expense and financing costs			(299,578	)			(290,662	)			(8,916	)			-3%
Loss before provision for taxes			(1,543,569	)			(23,054,017	)			21,510,448				93%
Provision for income taxes			-				-				-				0%
Net loss		$	(1,543,569	)		$	(23,054,017	)		$	21,510,448				93%

For the year ended December 31, 2025, the Company had gross sales of $1,862,543 and returns of $(8,030) resulting in net sales of $1,854,513. Comparatively, for the year ended December 31, 2024, the Company had gross sales of $2,601,839 and returns of $(261,733) resulting in net sales of $2,340,106. Gross sales decreased by 28% and returns decreased by 97% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The resulting decrease in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional product sales.

Cost of sales were $350,855 resulting in gross profit of $1,503,658 for the year ended December 31, 2025. Cost of sales were $681,685 resulting in gross profit of $1,658,421 for the year ended December 31, 2024. Cost of goods sold decreased by 49% and gross profit decreased by 9% for the year ended December 31, 2025 compared to the year ended December 31, 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 product sales.

For the year ended December 31, 2025, the Company incurred distributors' incentives of $15,924, $0 in amortization expense, recorded other selling, general and administrative expenses of $2,006,725 and impairment expense of $725,000, resulting in total operating expenses of $2,747,649. These selling, general and administrative expenses consisted primarily of employee expenses of $445,644 and other operating expenses of $1,561,081. Other operating expenses consisted of advertising and marketing of $81,729, depreciation expense of $50,075, software costs of $11,312, bank and payment charges of $50,610, contract labor of $94,962, legal and accounting of $383,390, professional services of $562,021 which includes $380,735 of fair value of common shares issued for services, insurance of $39,284, taxes and licenses of $40,676, dues and subscriptions of $105,079, rent & lease of $52,436 and miscellaneous expenses of $89,507. Additionally, the Company had interest expense and financial costs of $299,578 resulting in net loss of $(1,543,569) for the year ended December 31, 2025.

For the year ended December 31, 2024, the Company paid out distributors' incentives of $173,928, recorded $2,184,037 in amortization expense and other selling, general and administrative expenses of $5,851,190 and impairment of $16,212,621, resulting in total operating expenses of $24,421,776. These selling, general and administrative expenses consisted primarily of employee expenses of $2,651,379 which includes $2,018,953 of fair value of option grants and other operating expenses of $3,199,811. Other operating expenses consisted of advertising and marketing of $72,369, depreciation expense of $35,155, software costs of $57,935, bank and payment charges of $71,796, contract labor of $172,149, legal and accounting of $481,319, professional services of $2,037,938 which includes $832,092 of fair value of option grants, insurance of $64,062, taxes and licenses of $45,854, dues and subscriptions of $83,300, rent & lease of $33,294 and miscellaneous expenses of $44,640. Additionally, the Company had interest expense and financial costs of $290,662 resulting in net loss of $(23,054,017) for the year ended December 31, 2024.

Distributor incentives decreased by 91% for the year ended December 31, 2025 compared to the year ended December 31, 2024 as a result of the shift in business focus to online marketplaces from direct sales. Selling, general and administrative expenses, excluding amortization expense and impairment expense, decreased by 66% for the year ended December 31, 2025 compared to the year ended December 31, 2024 relating primarily to a decrease in impairment expense, equity compensation recorded and by decreases in variable costs and fixed cost during the year ended December 31, 2025.

The Company had a loss from operations of $(1,243,991) and $(22,763,355) for the year ended December 31, 2025 and December 31, 2024, respectively. For those same periods, the Company had interest expense and financing costs of $299,578 and $290,662. As a result, the Company had a net loss of $(1,543,569) and $(23,054,017) for the year ended December 31, 2025, and December 31, 2024, respectively. Net loss decreased by 93% and interest expense increased by 3% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The improvement in net loss was primarily attributable to a reduction in impairment charges, stock-based compensation and other non-cash expenses, partially offset by lower revenues. Interest expense increased due to higher debt balances during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Liquidity and Capital Resources

Operating Activities.

For the year ended December 31, 2025, the Company had net loss of $(1,543,569). During that period, the Company incurred depreciation and amortization expense of $75,075, amortization of debt discount of $2,295, recorded impairment expense recorded of $725,000, issued common shares for services with a fair value of $380,733 and capitalized interest to debt balances of $14,827. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of an increase in accounts receivable of $24,726, a decrease in inventories of $4,163, a decrease in prepaid expenses and other assets of $88,073, an increase in accounts payable of $188,512, an increase in accounts payable - related parties of $133,959, an decrease in accrued expenses of $18,590, an increase in accrued expenses -related parties of $143,145 and a decrease of deferred revenue of $136,800 . As a result, the Company had net cash provided by operating activities of $38,972 for the year ended December 31, 2025.

Comparatively, for the year ended December 31, 2024, the Company had net loss of $(23,054,017). During that period, the Company incurred depreciation and amortization expense of $2,219,192, amortization of debt discount of $49,623, issued options to officers and directors with a fair value of $2,851,045, recorded impairment expense recorded of $16,212,621, issued common shares for services with a fair value of $842,680, capitalized interest to debt balances of $6,638, and issued warrants for refunds with a fair value of $19,351. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of a decrease in accounts receivable of $89,589, a decrease in inventories of $106,435, a decrease in prepaid expenses and other assets of $81,845, an increase in accounts payable of $185,784, an increase in accounts payable - related parties of $8,272, an increase in accrued expenses of $59,683, an increase in accrued expenses -related parties of $132,087 and a decrease of deferred revenue of $134,976. As a result, the Company had net cash used in operating activities of $(324,148) for the year ended December 31, 2024.

Investing Activities. For the year ended December 31, 2025, the Company made purchases of property and equipment of $9,057 and intangibles of $50,000. As a result, the Company had net cash used in investing activities of $(59,057) for the year ended December 31, 2025.

Investing Activities. For the year ended December 31, 2024, the Company made purchases of property and equipment of $189,390, and acquired cash in the DocSun transaction of $1,445. As a result, the Company had net cash used in investing activities of $(187,945) for the year ended December 31, 2024.

Financing Activities. For the year ended December 31, 2025, the Company made note and loan principal payments of $114,408, had an increase in note and loan balances of $147,506. As a result, the Company had net cash provided by financing activities of $33,098 for the year ended December 31, 2025.

Financing Activities. For the year ended December 31, 2024, the Company made note and loan principal payments of $48,240, had an increase in note and loan balances of $427,187 and had an increase in note and loan balances - related parties of $63,172. As a result, the Company had net cash provided by financing activities of $442,119 for the year ended December 31, 2024.In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company's exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering. In addition, on July 24, 2025, the Company entered into a financing arrangement with Stripe Capital. The original principal amount was $105,800 with a fixed finance charge of $7,935. Repayments are made through a percentage of daily sales processed through the Stripe platform. As of December 31, 2025, the remaining principal balance was $52,280. This arrangement provided short-term liquidity but reduces cash available from operations.

The Company's material cash requirements include working capital needs, debt service and defaulted obligations, royalty obligations under the GlycoCheck sublicense agreement, professional fees associated with capital markets activities, and repayment obligations under merchant and other financing arrangements.

Management intends to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing will be available on acceptable terms, or at all, or in amounts sufficient to meet the Company's needs. In September 2025, the Company entered into an engagement letter with Maxim Group LLC pursuant to which Maxim will act as the Company's exclusive financial advisor and sole placement agent in connection with a proposed follow-on public offering of the Company's common stock, or units consisting of common stock and warrants, on a best-efforts basis. The engagement period extends through July 31, 2026, unless earlier terminated. This arrangement may facilitate capital raising efforts, but there can be no assurance that any financing transaction will be completed.

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.

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:

		12/31/2025				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			6,083				11,128
(D) Adler note			285,864				328,644
(E) EIDL notes ($400,000 in default)			550,000				550,000
(F) Stripe Capital			52,280				-
(G) Other			168,304				126,479
Total			1,185,031				1,138,751
Less unamortized discount			-				(874	)
Less current portion			(1,003,206	)			(883,271	)
Total long term		$	181,825			$	254,606

(A) The Company has two outstanding unsecured Howard Notes that are both in default. The first Howard note was advanced on June 28^th, 2016 and the second on April 3^rd, 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 shares, which would only be issuable at the option of the Company in lieu of the interest in the subsidiary.

(B) The Goff note had a maturity date of February 13^th, 2016; the note 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) The Insurance note is from a finance company that provided short term financing of insurance premiums. The notes require ten installments.

(D) On January 10^th, 2024, the Company issued two unsecured notes for $165,000 each to Adler 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 fully 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 Adler note until May 2025 at which time the payments become $5,000 per month for each note. The Company issued 250,000 common shares to the lender for each note extended. As of December 31, 2024, the aggregate principal and interest due under the notes was $328,644.

On October 9^th, 2025, the Adler and Genesis Glass notes were combined into a single note payable to Adler with a principal balance of $295,207 and the term was extended to October 10, 2026. In the event that the Company raises over $2,000,000 in equity or debt financing 10% of the amount raised will be applied to the note until the principal is paid off. The extension terms call for 1% interest per month and $10,000 payments of principal and interest per month. In the event of an uplist of the Company to a national exchange, the lender has the option to convert the outstanding principal balance of the note into the Company's common shares for 90 days after the uplist. The conversions price is fixed at $0.1325 per share. 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% and the lender has the right to require immediate payment in full. During the year ended December 31, 2025, the Company made principal payments $43,380 resulting in a balance due of $285,864 at December 31, 2025.

(E) Long Term Notes - EIDL

As principal amount of economic injury disaster loans (EIDL) issued under the Small Business Administration's COVID-19 recovery program was $550,000 and $550,000 at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, the long-term balance of the EIDL loans was $150,000 and the current balance for delinquent loans was $400,000. The total balance is comprised of three notes made by subsidiaries of the Company, secured by the assets of the Company. One of which was acquired in the merger with Findit, Inc. and is in charge off status at the SBA. The Findit EIDL loan and the other $200,000 subsidiary loan are in default and shown as current liabilities. 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, both 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 December 31, 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) On July 24th 2025, the Company took out a loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $105,800. The finance charge is stated as a fixed amount of $7,935 or 7% of the amount to be repaid. Payments are made on a daily basis with 22% of the sales volume processed through the Stripe merchant account being applied against the total amount to be repaid. There is a minimum repayment amount of $12,637 that applies to each 60-day period which has not affected the repayment amounts as of December 31, 2025. The loan does not have a fixed term for repayment but is expected to be fully repaid in 8 to 10 months. The remaining principal balance at December 31, 2025 is $52,280.

(G) As of December 31, 2024 the Company had several other notes outstanding for a combined balance due of $126,479. During 2025 the Company issued another note for aggregate proceed of $30,000 and $12,825 of accrued interest was added to the principal balance resulting in a principal balance of $168,304 at December 31, approximately $130,000 of notes are due in 2026 and have conversion terms. 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 uplift 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. A total of $17,304 interest is included in the loan balances under (G) in the table above.

Debt Payoff Schedule

Future minimum payments under the Notes payable for the next five years and thereafter are as follows:

Years Ending December 31, 2025		Amount
2026		$	1,003,206
2027			33,729
2028			3,274
2029			3,399
2030			3,529
Thereafter			137,894
Total payments			1,185,031
Less: Current portion			(1,003,206	)
Non-current portion		$	181,825

Related Party Loans

BioRegenx and its subsidiaries have financed past activities, in part, with secured and 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 an interest rate of 10% 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		12/31/2025				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			34,159				31,093		A
Richard Long			39,862				39,862		B
		$	1,029,453			$	1,026,387

(A) Current officer or director or controlled entity by current officer or director

(B) Relative of former officer

Each of the listed loans indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum.

The loan indicated with a B does not have stated terms.

The entire balance of related party loans is recorded as current liabilities.

Total accrued interest on related party debts was $567,422 and $424,277 at December 31, 2025 and 2024, respectively.

As of December 31, 2025, approximately $522,500 of notes payable are in default, including certain EIDL loans. These defaults may adversely affect the Company's ability to obtain additional financing and may result in additional penalties or enforcement actions.

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 conditions, together with the Company's dependence on external financing and existing debt defaults, increase the uncertainty regarding the Company's ability to continue as a going concern. As reflected in the accompanying financial statements, during the year ended December 31, 2025, the Company incurred net loss of $(1,543,569) and had a stockholders' deficit of $(4,537,254) as of that date. At December 31, 2025, the Company had cash on hand in the amount of $69,383. 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. 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.

Significant changes in the number of employees

We currently have a total of six employees and eight independent contractors. We are dependent upon our officers for our future business development. As our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Commitments and Contingencies

Lease Commitments

The Company leases two office spaces, its headquarters in Chattanooga Tennessee and a satellite office in Alpine, Utah both are short term leases. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month. The satellite office is leased from an unrelated party under a twelve-month extension to the original lease at $825 to $2,445 per month. The Company negotiated a release from the Alpine location lease and the lease terminated after September of 2024. In addition, the Company also rents storage space on a month-to-month basis in various locations with total monthly cost of 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 0.5% of the outstanding shares at the time of the grant. Warrants for the 0.5% 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 breach until the earlier of March 31, 2026 or within in 60 days after either party terminate the agreement. In February 2026,the tolling agreement was extended until March31, 2027, or within in 60 days after 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.

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, 2025 and 2024. During the quarter ended September 30, 2025, Bob Long and Hans Vink were removed as directors of GlycoCheck B.V. and the suit was dismissed by the current directors of GlycoCheck B.V.

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 with $50,000 within 60 days of the contract date. The contract calls for a minimum of $750,000 in royalties over a three-year sub-license term. The Company is also obligated to exercise a purchase option to purchase the intangible property for $1,000,000, payable in common shares of the Company at a time of its choosing within the three-year sub-license term. As of the contract date the Company will receive all accounts receivables of the licensor which have negligible value and have been recorded as prepaid assets at $100. The Company is also obligated to reimburse the intangible property owners for patent renewals, including the last two years, representing approximately $37,000 in reimbursements of past costs. As of December 31, 2025 the prior renewal costs had been paid in full.

Legal Services

In April of 2025, the Company entered into a legal services agreement related to capital markets matters and SEC filings and other matters with total potential fees up to $450,000 and 150,000 shares of the Company's common shares, with reverse split protection. No fees have been earned under the agreement as of December 31, 2025.

Company disputes and other claims

The Company is involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities and contractual issues. 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, options and warrants granted 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.

Known Trends and Uncertainties

The Company is subject to several trends and uncertainties that may have a material impact on future results. During 2025, the Company experienced product-related issues associated with its medical testing platform, which adversely affected distributor engagement and sales activity. While remediation efforts are ongoing, there can be no assurance that distributor activity will return to prior levels or that similar issues will not recur.

The Company is also transitioning its sales strategy toward online marketplace and digital distribution channels. This transition may affect revenue consistency, customer acquisition costs, and margins.

On May 5, 2025, the Company entered into a sublicense and purchase agreement relating to GlycoCheck technology. This agreement includes minimum royalty obligations and a potential purchase obligation, which may materially affect future liquidity and operating results.

The Company's dependence on financing arrangements, including professional advisor arrangements, merchant-processor based financing and proposed capital markets transactions, may continue to affect liquidity, operating flexibility and the timing of future growth initiatives.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Use of Estimates: Management's discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to accrued liabilities, certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

Revenue Recognition: The Company recognizes revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Recently Issued Accounting Pronouncements

See Note 1 of the consolidated financial statements for a discussion of recently issued financial accounting standards.