10-Q: BioRegenx Q3 2025: Reduced Losses Amid Sales Decline & Debt Defaults

BioRegenx reports a significant reduction in net loss for Q3 2025, despite a 22% drop in net sales and ongoing concerns about debt defaults and internal control weaknesses.

Summary

• Net loss for the nine months ended September 30, 2025, significantly decreased to $525,764 from $4,653,446 in the prior year, an 89% improvement.
• Net sales for the nine months ended September 30, 2025, declined by 22% to $1,468,872 from $1,879,617 in the prior year, primarily due to product issues with medical testing machines affecting nutritional sales.
• Gross profit decreased by 11% to $1,184,883 for the nine months ended September 30, 2025, compared to $1,335,684 in the prior year.
• Operating expenses for the nine months ended September 30, 2025, decreased by 74% to $1,493,216 from $5,782,224, largely due to reduced equity compensation, legal, accounting, professional, and amortization expenses.
• Cash and cash equivalents stood at $46,947 as of September 30, 2025, down from $58,404 at December 31, 2024.
• Total liabilities increased to $4,814,900 as of September 30, 2025, from $3,887,794 at December 31, 2024.
• Stockholders' deficit increased to $(3,647,136) as of September 30, 2025, from $(3,379,259) at December 31, 2024.
• Notes payable of $522,500 are in default, and two EIDL loans totaling $400,000 are delinquent.
• The company acquired DocSun Biomedical Holdings, Inc. on January 8, 2024, and merged with Findit, Inc. effective March 8, 2024.
• A binding sub-license and purchase agreement for GlycoCheck systems was entered into on May 5, 2025, with a minimum royalty obligation of $750,000 over three years and an option to purchase intangible property for $1,000,000 in common shares.

Sentiment

Score: 3

Explanation: While the net loss significantly decreased, this was largely due to reduced expenses and impairment charges from the prior year, not increased revenue. Sales are down, cash is low, and the company faces substantial doubt about going concern, significant debt defaults, and material weaknesses in internal controls. The positive reduction in net loss is overshadowed by fundamental operational and financial instability.

Positives

• Net loss significantly reduced by 89% for the nine months ended September 30, 2025, to $525,764 from $4,653,446 in the prior year.
• Cash used in operating activities improved substantially, decreasing to $30,664 for the nine months ended September 30, 2025, from $312,787 in the prior year.
• Operating expenses decreased by 74% for the nine months ended September 30, 2025, primarily due to lower equity compensation, legal, accounting, professional, and amortization costs.
• The lawsuit filed by former GlycoCheck B.V. directors was dismissed by current directors.

Negatives

• Net sales decreased by 22% for the nine months ended September 30, 2025, to $1,468,872, attributed to product issues with medical testing machines and their impact on nutritional sales.
• Gross profit decreased by 11% for the nine months ended September 30, 2025.
• The company has recurring losses from operations and cash flow deficits, raising substantial doubt about its ability to continue as a going concern.
• Notes payable of $522,500 are in default, and two EIDL loans totaling $400,000 are delinquent.
• Cash and cash equivalents decreased to $46,947 as of September 30, 2025, from $58,404 at December 31, 2024.
• Total liabilities increased to $4,814,900 as of September 30, 2025.
• Stockholders' deficit increased to $(3,647,136) as of September 30, 2025.
• Returns increased by 276% for the three months ended September 30, 2025, compared to the prior year.

Risks

• Substantial doubt about the company's ability to continue as a going concern due to recurring losses, cash flow deficits, and reliance on external financing.
• Inability to obtain necessary debt or equity financing on satisfactory terms, potentially leading to undue restrictions or substantial dilution for stockholders.
• Notes payable of $522,500 are in default, and two EIDL loans totaling $400,000 are delinquent, posing immediate financial and legal risks.
• Material weaknesses in internal control over financial reporting, including an ineffective control environment (no independent audit committee, insufficient personnel, inadequate GAAP knowledge, inadequate segregation of duties, and lack of written documentation) and ineffective controls over financial statement close and reporting.
• Product issues experienced with the medical testing machine have negatively impacted sales and distributor base.
• Ongoing disputes with certain parties, including former officers and board members, regarding amounts due, contract performance, and liabilities.
• Potential acceleration of VHS Pool payments due to a claimed liquidity event, though the company disputes this.
• The company is involved in a lawsuit against former officers and directors for patent/copyright infringement, breach of contract, unfair competition, and cybersquatting, with an uncertain outcome.
• Reliance on estimates and assumptions in financial reporting, which may differ from actual results.
• The company has a significant amount of related-party debt and transactions, which can pose governance and conflict of interest risks.

Future Outlook

Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital, acknowledging that there is no assurance such financing will be successful or sufficient. The company anticipates generating losses and may be unable to continue operations without additional capital. Consultants are being engaged for strategic and fundraising services, with potential equity compensation.

Management Comments

• "Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern."
• "Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital."
• "Management has yet to find a solution to its funding requirements."
• "The Company does not believe there has been a breach [regarding VHS Pool royalty agreement] and that the effect of a revised agreement will not have a material effect on the financial statements or future operations."
• "The Company has evaluated the claims [GlycoCheck B.V. lawsuit] and considers them to be without merit."
• "Management does not currently believe that any of these matters [company disputes and other claims], 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."
• "Our Chief Executive Officer, who also serves as our Interim Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the material weaknesses described."

Industry Context

BioRegenx operates in the medical testing equipment, wellness devices, and science-based nutritional products sectors. The reported decline in medical testing machine sales due to 'product issues' suggests a potential competitive disadvantage or quality control challenge within its niche. The broader health and wellness industry is generally growing, but specific segments like medical diagnostics are highly competitive and regulated, requiring continuous innovation and robust product performance. The company's financial struggles and reliance on equity compensation for services indicate a challenging position within this capital-intensive industry.

Management Changes

Corporate Governance

Legal Proceedings

• On April 21, 2025, former officers and directors of the Company, Bob Long and Hans Vink, filed a complaint against the Company and its subsidiary, MicroVascular Health Solutions, LLC, alleging breach of contract and related damages in excess of $566,682, which the Company considered without merit and was subsequently dismissed by current directors of GlycoCheck B.V.
• On October 24, 2025, the Company filed a lawsuit against Bob Long and Hans Vink and related companies, seeking to restrict them from using GLCYCOCHECK and other marks and selling competing products, charging patent and copyright infringement, breach of contract, unfair competition, and cybersquatting. The suit is not mature enough for management to estimate its effect.
• The Company is involved in other disputes with certain parties, including former officers and board members and vendors, arising in the ordinary course of business, with outcomes currently not estimable or probable to have a material adverse effect.

Related Party Transactions

• The Company leases its home office from BBD Holdings, LLC, controlled by Joseph Bird (an officer and director), on a month-to-month basis for $1,725 per month.
• An officer and director, Robert Long, through Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool, which has a royalty agreement with the Company's subsidiaries.
• The Company had a worldwide distribution agreement with GlycoCheck B.V., where Bob Long and Hans Vink (former directors of BioRegenx) were directors and may have an ownership interest. This agreement was subject to a cancellation notice by former directors, but the licensor allowed the Company to continue operating.
• Legal services were provided by Jody Walker, a former board member, with $72,061 still owed as of September 30, 2025.
• Short-term advances from Resides Enterprises, a company controlled by William Resides (CEO), totaled $310,657 at September 30, 2025.
• Short-term advances from Thomas Power totaled $52,750 at September 30, 2025.
• Balances due to prior officers and board members were $30,365 at September 30, 2025.
• Secured related party loans from Libertas Trust ($180,000), Wilshire Holding Trust ($518,000), Resco Enterprises Trust ($157,747), and Avis Trust ($67,606) are outstanding.
• One convertible note with an original principal amount of $30,000 is owed to a related party.

Stakeholder Impact

• Shareholders: Face substantial dilution risk from potential equity financing and the issuance of shares for acquisitions, services, and loan incentives. The going concern warning and material weaknesses in internal controls pose significant risks to investment value.
• Creditors: Notes payable of $522,500 are in default, and $400,000 in EIDL loans are delinquent, indicating high credit risk. Related party creditors hold significant debt.
• Employees: The company's financial instability and going concern issues could impact job security and future compensation.
• Customers: Product issues with medical testing machines have led to decreased sales and returns, potentially impacting customer trust and satisfaction. Deferred revenue indicates unfulfilled obligations.
• Suppliers: The company's financial difficulties and accounts payable balances (including related parties) could affect its ability to pay suppliers on time.

Next Steps

• Management is pursuing extensions and other arrangements to cure delinquencies on notes payable and improve liquidity.
• Management intends to raise additional debt or equity financing.
• Negotiations with certain consultants for strategic and fundraising services are ongoing, with contracts likely to be executed.
• The company filed a lawsuit against former officers and directors (Bob Long and Hans Vink) on October 24, 2025, seeking to restrict them from using certain marks and selling competing products.
• Remediation efforts for identified material weaknesses in internal control over financial reporting are ongoing.
• The company is obligated to exercise a purchase option for GlycoCheck intangible property for $1,000,000 in common shares within the three-year sub-license term.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by a 'going concern' warning from management and auditors, significant debt defaults totaling over $922,500, and declining net sales. While the net loss decreased, this was primarily due to reduced operating expenses and prior year impairment charges, not revenue growth. Material weaknesses in internal controls indicate fundamental governance and financial reporting issues. The reliance on future, uncertain equity financing, coupled with ongoing legal disputes and related-party transactions, presents an extremely high-risk profile. Investors should consider exiting their positions due to the high probability of further value erosion and potential insolvency.

Keywords

BioRegenx, 10-Q, Quarterly Report, Financial Results, Medical Devices, Nutritional Products, Wellness Devices, SEC Filing, Going Concern, Debt Default, Internal Controls, Biomedical, Healthcare, OTC Markets, GlycoCheck, DocSun, Findit, Equity Financing, Related Party Transactions