IMTH.OTC.PinkInnovative Medtech, INC
10-K: AnTix Holdings Shifts to AI Ticketing, Reports Net Income Amid Restructuring
Sentiment:
Annual Report
AnTix Holdings, formerly Innovative MedTech, Inc., reported a net income of $1.27 million for fiscal year 2025, driven by the sale of its SarahCare subsidiaries and a strategic pivot to AI-driven ticketing services.
Delay expectedThe $300,000 payment from the sale of SarahCare subsidiaries, due within 30 days of the June 28, 2025 closing, had not been received as of June 30, 2025, and was recorded as "other receivable."The lease agreements for commercial property with a company owned by the Chairman, entered into on February 1, 2025, have been postponed, and the lease terms have not begun.
Capital raiseIntends to fund operations through debt and/or equity financing arrangements.Plans to seek additional financing in a private equity offering.Issued 7,320,000 common shares for $366,000 through sales of common stock during the year ended June 30, 2025.Issued 8,260,000 shares of common stock to four investors for a total of $413,000 between August 4, 2025, and October 10, 2025, as part of a Reg A Offering.Issued a convertible promissory note in the principal amount of $97,750 for a purchase price of $85,000 (net funding $77,000) to Labrys Fund II, L.P. on August 6, 2025.Issued a convertible promissory note in the principal amount of $57,500 for a purchase price of $50,000 (net funding $39,490.25) to Labrys Fund II, L.P. on October 29, 2025.Issued a convertible promissory note in the principal amount of $57,500 for a purchase price of $50,000 (net funding $46,500) to Tri-Bridge Ventures, LLC on November 13, 2025.
Better than expectedReported a net income of $1,268,903 for fiscal year 2025, a significant improvement from a net loss of $7,938,897 in the prior year.Achieved a substantial gain of $3,366,943 from the disposition of the SarahCare subsidiaries.Operating expenses decreased by 31.83% year-over-year.Working capital deficit improved by $2,537,045.
Summary
- AnTix Holdings, Inc. (formerly Innovative MedTech, Inc.) has undergone a significant strategic shift, divesting its SarahCare adult day care subsidiaries and pivoting towards media and artificial intelligence (AI) through the acquisition of Ticketbash's AI software.
- The company reported a net income of $1,268,903 for the fiscal year ended June 30, 2025, a substantial improvement from a net loss of $7,938,897 in the prior fiscal year.
- This positive financial result was primarily driven by a $3,366,943 gain on the disposition of the SarahCare subsidiaries and a $90,677 gain from their discontinued operations.
- Operating expenses decreased by 31.83% to $2,728,979 in 2025, largely due to a significant reduction in stock-based compensation and consulting fees.
- The company's cash balance increased to $13,616 as of June 30, 2025, from $873 in the prior year, and working capital improved by $2,537,045, though it remains a deficit of $(1,280,533).
- AnTix Holdings continues to maintain a health and wellness division through an exclusive licensing agreement for Oral Thrush, a mouthwash product, and is an 80% owner of the subsidiary formed for its distribution.
- The acquisition of Ticketbash's AI software for $522,000 (already paid) positions the company as a technology-focused ticketing services provider leveraging machine learning for predictive analytics and dynamic pricing.
Sentiment
Score: 4
Explanation: While the company reported a net income due to asset sales and reduced expenses, its core continuing operations generated no revenue, it faces significant liquidity issues, a going concern warning, and material weaknesses in internal controls. The strategic pivot is promising but nascent and highly speculative.
Positives
- Achieved a net income of $1,268,903 for fiscal year 2025, a significant turnaround from a $7,938,897 net loss in 2024.
- Realized a substantial gain of $3,366,943 from the disposition of the SarahCare subsidiaries.
- Operating expenses decreased by $1,274,438 (31.83%) year-over-year, primarily due to reduced stock-based compensation and consulting fees.
- Cash balance increased to $13,616 as of June 30, 2025, from $873 in the prior year.
- Working capital deficit improved by $2,537,045, moving from $(3,817,578) in 2024 to $(1,280,533) in 2025.
- Strategic pivot to the media and artificial intelligence (AI) ticketing market with the acquisition of Ticketbash's proprietary AI software.
- Maintains a health and wellness division with an exclusive license for Oral Thrush, a product undergoing a bioequivalency study with Texas A&M University College of Dentistry.
Negatives
- Continuing operations generated no revenue for both fiscal years ended June 30, 2025, and 2024.
- Incurred cumulative net losses of $43,292,307 since inception.
- Current cash of $13,616 is insufficient to fund operations for the next twelve months.
- Working capital remains a deficit of $(1,280,533) as of June 30, 2025.
- Several conditions cast substantial doubt on the company's ability to continue as a going concern.
- Incurred a loss on impairment of deposits on acquisitions of $440,800 during fiscal year 2025.
- The company has 13 old convertible promissory notes that are in default.
- Subject to a legal proceeding (arbitration demand) seeking $150,000 in unpaid royalty payments.
- Identified material weaknesses in internal control over financial reporting, including lack of independent director oversight, no functioning audit committee, insufficient accounting personnel, and inadequate written policies.
- The corporate address is provided rent-free by the Chairman, indicating reliance on related parties.
- The common stock is considered "penny stock" by the SEC, which may reduce trading activity.
- The company has only 1 employee as of June 30, 2025.
Risks
- Going Concern Uncertainty: Substantial doubt exists about the ability to continue as a going concern due to cumulative net losses, insufficient cash, and the need for additional capital.
- Liquidity Risk: Current cash of $13,616 is not sufficient to fund operations for the next twelve months, requiring additional debt or equity financing which may not be available on acceptable terms or at all.
- Operational Transition Risk: The company is undergoing a significant transition from health and wellness services to media and AI ticketing, which involves inherent risks in developing and scaling new business models.
- Debt Default Risk: 13 old convertible promissory notes are in default, potentially leading to legal proceedings or lawsuits from noteholders.
- Legal and Arbitration Risk: Facing an arbitration demand for $150,000 in unpaid royalty payments, which could result in financial liability and enforcement expenses.
- Cybersecurity Risk: While management actively addresses cybersecurity, there is no guarantee against incidents that could materially adversely affect business, financial condition, results of operations, or cash flows.
- Competition in Ticketing Industry: The wholesale ticketing industry is highly competitive and fragmented, with larger, well-capitalized enterprises and specialized operators potentially placing the company at a competitive disadvantage.
- Intellectual Property Risk: Reliance on an exclusive license for Oral Thrush and proprietary source code for Ticketbash AI, which could be subject to challenges or require ongoing innovation to maintain competitive edge.
- Internal Control Weaknesses: Material weaknesses in internal control over financial reporting, including lack of independent director oversight and insufficient accounting personnel, increase the risk of financial misstatement and fraud.
- Related Party Dependence: Reliance on the Chairman for rent-free office space and involvement in related party transactions could pose governance and conflict of interest risks.
- Regulatory Compliance: Subject to government laws and regulations governing media, event ticketing, and digital markets, with potential adverse effects from future regulatory changes.
- Dilution Risk: Future equity financing to address liquidity issues could lead to significant dilution for existing shareholders.
Future Outlook
The company is transitioning into the media and artificial intelligence space, leveraging machine learning models for predictive analytics and dynamic pricing in the ticketing industry. It aims to be a market leader and expand into further media and technology markets. The company plans to continue improving its technology offerings and evaluating new software and medical device technology for its health and wellness division. However, the ability to fund these operations is contingent on raising additional capital.
Management Comments
- We are now a technology focused ticketing services company leveraging machine learning models for predictive analytics and dynamic pricing to transform how live events, venues, and organizers manage ticketing, pricing, and customer engagement.
- Our mission is to be one of the market leaders in the ticketing industry and expand into the further media and technology markets.
- We have an experienced management team of ticket and media professionals and financial markets executives that have strong relationships in the industry.
- We are continuing to examine ways to improve and enhance our technology offerings to improve efficiencies in our operations.
- We believe placing new technologies at our centers to further meet the needs of our participants will help us to stand out in the daycare market and attract further participants to our centers. (Note: This comment refers to the former adult day care business, which has since been divested).
- The Company believes that these claims [Brian Froelich arbitration] are unfounded, and the Company intends to rigorously defend itself on this matter.
- Management believes that cash on hand as of June 30, 2025 is not sufficient to fund operations through June 30, 2026.
- The Company will be required to raise additional funds to meet its short and long-term planned goals.
Industry Context
The global online event ticketing market was valued at $36.2 billion in 2024 and is projected to grow at a CAGR of 2.86% through 2030, driven by increased mobile app usage and internet penetration. The industry is characterized by service fees, credit card processing fees, and legacy infrastructure costs, which are often passed on to attendees. North America dominates ticket sales due to higher per capita income and internet penetration. The wholesale ticketing industry is highly competitive and fragmented, with various players from large platforms to niche operators. The company's pivot to AI-driven ticketing aims to address inefficiencies, enhance security, and provide actionable data, differentiating itself from traditional systems.
Comparison to Industry Standards
- The global online event ticketing market was valued at $36.2 billion in 2024 and is expected to grow at a CAGR of 2.86% through 2030, indicating a growing market that the company is entering.
- Approximately 85% of event organizers pass service fees and credit card processing fees on to attendees, which is a common industry practice that the company's new ticketing platform will likely navigate.
- The company aims to differentiate itself from "traditional ticketing systems" by leveraging machine learning and predictive analytics to optimize ticket sales, prevent fraud, and maximize seat utilization, suggesting a focus on technological innovation to gain market share.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Merle Griff, Ph.D. | Michael Friedman | 2024-04-18 | Termination of previous CEO, appointment of current President and CFO. |
| Director | NA | Harold Kestenbaum | 2024-12-17 | Appointment to the Board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Board of Directors consists of two directors and does not have an independent director. | NA | Increases risk of lack of independent oversight and potential conflicts of interest. |
| Committee Structure | No Nominating or Governance Committees have been established, with all functions performed by the whole board. | NA | Limits specialized oversight in key governance areas. |
| Internal Controls | Identified material weaknesses in internal control over financial reporting, including lack of independent director oversight, absence of a functioning audit committee, insufficient accounting personnel for segregation of duties, and inadequate written policies and procedures. | NA | Significantly increases the risk of financial misstatement, fraud, and non-compliance with regulatory requirements. |
| Remediation Plan | Management intends to add independent directors, appoint an audit committee, add sufficient knowledgeable accounting personnel, and develop adequate written accounting policies and procedures. | NA | Aims to address identified material weaknesses and improve financial reporting reliability, contingent on securing additional funding. |
Legal Proceedings
- Three note holders (Brook Hazelton, Benjamin M. Manalaysay, Jr., and Diego McDonald) received judgments against the Company on February 24, 2014, totaling $75,929 for breach of contract and unjust enrichment related to convertible promissory notes.
- On October 6, 2025, the Company was served with a Demand for Arbitration by Brian Froelich, a SarahCare shareholder, claiming $150,000 in unpaid royalty payments due to breach of contract and unjust enrichment against the Company and Veterans Services, LLC (owned by Chairman Charles Everhardt). The Company intends to defend itself.
Related Party Transactions
- The corporate office space at 2310 York Street, Suite 200, Blue Island, IL, 60406, is provided rent-free by the Company's Chairman, Charles Everhardt.
- An agreement with Ticketbash includes the creation of a new subsidiary for Charles Everhardt's potential energy and data center business, with the Company retaining 5% ownership and splitting spin-off costs 50/50 (up to $50,000 each).
- On February 1, 2025, the Company and a company owned by the Chairman entered into a lease for commercial property, which was subsequently sub-leased to the Chairman's company; these leases have been postponed.
- On December 17, 2024, 6,500,000 shares of common stock were issued to Red Halo, LLC (entity of CEO Michael Friedman) in satisfaction of $325,000 in accrued compensation.
- On January 15, 2024, CEO Michael Friedman was granted options to purchase 3,750,000 shares of common stock at an exercise price of $0.50/share, exercisable on a cashless basis for a seven-year term, for prior services.
- As of June 30, 2025, $3,750,000 in payables for the Vitality Card were assigned to a company founded and partially owned by Chairman Charles Everhardt.
- Notes receivable from a related party totaling $9,294 as of June 30, 2025.
- Notes payable to related parties totaling $318,334 as of June 30, 2025, with $54,844 in accrued interest, many of which are in default.
Stakeholder Impact
- Shareholders: Potential for significant dilution from future capital raises. The stock is considered "penny stock," which may affect liquidity and investor interest. The strategic pivot to AI ticketing could offer long-term growth potential but carries high risk.
- Employees: The company has only one employee, indicating minimal direct impact on a broad employee base.
- Creditors: Holders of the 13 defaulted convertible promissory notes and related party notes face uncertainty regarding repayment and potential legal action.
- Customers (future): The new AI ticketing platform aims to provide a "smarter, transparent, and scalable ticketing solution," potentially benefiting event organizers and attendees.
- Management: Michael Friedman's compensation includes significant stock options and potential cash bonuses tied to revenue and net income milestones, aligning his interests with company growth.
Next Steps
- Raise additional funds through debt and/or equity financing to support operations.
- Implement measures to remediate material weaknesses in internal control over financial reporting, including adding independent directors, appointing an audit committee, hiring accounting personnel, and developing written policies.
- Rigorously defend against the arbitration demand from Brian Froelich.
- Continue to improve and enhance technology offerings for the AI ticketing platform.
- Evaluate new software and medical device technology for the health and wellness division.
- Proceed with the spin-off of the new subsidiary for the energy and data center business with Chairman Charles Everhardt.
Key Dates
| Date | Description |
|---|---|
| 2005-04-21 | Company originally formed in New Jersey as Serino 1, Corp. |
| 2005-10-01 | Date of issuance for a convertible note payable with a 10% interest rate and $0.50 conversion price. |
| 2005-12-16 | Michael Friedman became Chairman of the Board. |
| 2006-09-16 | Date of issuance for a notes payable with a 12% interest rate. |
| 2006-11-30 | Date of issuance for a convertible note payable with a 10% interest rate and $0.85 conversion price. |
| 2006-12-23 | Date of issuance for a convertible note payable with a 10% interest rate and $0.95 conversion price. |
| 2007-01-29 | Date of issuance for a convertible note payable with a 10% interest rate and $0.95 conversion price. |
| 2007-04-17 | Date of issuance for two convertible notes payable with 10% interest rates and conversion prices at the lesser of $0.45 or a 35% discount to market. |
| 2007-06-14 | Date of issuance for a convertible note payable with a 10% interest rate and conversion price at the lesser of $0.50 or a 25% discount to market. |
| 2009-10-31 | Date of issuance for a convertible note payable with an 8% interest rate and 25% discount of previous 5 days closing price conversion. |
| 2010-10-03 | Date of issuance for a convertible note payable with a 10% interest rate and conversion price at the lesser of $0.01 or a 20% discount to market. |
| 2012-06-15 | Date of issuance for a convertible note payable with a 10% interest rate and $0.000350 conversion price. |
| 2013-04-07 | Three note holders filed a Notice of Commencement of Action in New York Supreme Court against the Company. |
| 2014-02-24 | Judgment received against the Company from three note holders for $33,686, $8,546, and $33,697. |
| 2014-08-26 | Date of issuance for a convertible note payable with a 10% interest rate and $0.0001 conversion price. |
| 2014-09-04 | Lease agreement for Stow Professional Center, LLC and Sarah Day Care Centers, Inc. |
| 2015-01-01 | Mr. Everhardt became a partner in Lockwood Development partners, Inc. |
| 2017-06-02 | Standard Office Lease between DeVille Developments, LLC, and Sarah Adult Day Services, Inc. |
| 2018-03-20 | Lease Agreement between S. Frank Prof. Bldg., LLC, and Sarah Day Care Centers, Inc. |
| 2018-12-01 | Company early adopted ASC 842, Leases. |
| 2019-05-01 | Mr. Kestenbaum merged his law practice with Spadea Lignana. |
| 2020-06-25 | Sarah Day Care Centers, Inc. received $150,000 SBA loan proceeds. |
| 2021-03-25 | Company acquired Sarah Adult Day Services, Inc. and Sarah Day Care Centers, Inc. (SarahCare). Michael Friedman resigned as Chairman and became Interim CEO, Interim CFO, and Interim President. Charles Everhardt appointed Chairman of the Board. |
| 2021-04-01 | Start date for monthly rent payments for Stow Professional Lease. |
| 2022-01-06 | Sarah Day Care Centers, Inc. received $200,000 SBA loan proceeds. |
| 2022-04-26 | Company entered into an Agreement for Share Exchange to obtain 100% ownership of Vitality RX, Inc. |
| 2022-04-28 | Transaction closed for Vitality RX, Inc. acquisition. |
| 2022-05-02 | Employment agreement with Dr. Griff and consulting agreement with Red Halo, LLC (Mr. Friedman's entity) became effective. |
| 2022-05-24 | Merle Griff, Ph.D. became Chief Executive Officer; Michael Friedman resigned as Interim CEO and became President (remaining Interim CFO). |
| 2023-01-17 | Company signed a note receivable of $18,000 from a company founded and partially owned by Chairman Charles Everhardt. |
| 2023-02-08 | Company signed a note receivable of $27,000 from a company founded and partially owned by Chairman Charles Everhardt. |
| 2023-08-21 | Date of issuance for a notes payable with a 12% interest rate. |
| 2024-01-15 | Michael Friedman granted options to purchase 3,750,000 shares of common stock. |
| 2024-03-07 | Company issued 1,590,728 common shares to consultants. |
| 2024-04-04 | One noteholder converted $11,350 of convertible promissory notes into 50,075 common shares. |
| 2024-04-12 | Company issued 1,134,242 common shares to consultants. |
| 2024-04-18 | Dr. Merle Griff terminated as CEO; Michael Friedman appointed CEO (also President and CFO). |
| 2024-05-17 | Company entered into an Exclusive License Agreement with Shear Kershman Labs (SKL) for Oral Thrush. |
| 2024-07-30 | Company entered into two Promissory Note Agreements with a lender for $40,250 and $51,750. |
| 2024-12-09 | Company entered into a Promissory Note Agreement with a lender for $28,500. |
| 2024-12-12 | Company entered into a Promissory Note Agreement with a lender for $28,500. |
| 2024-12-17 | Company issued 6,500,000 shares of common stock to Red Halo, LLC (Michael Friedman's entity) in satisfaction of $325,000 accrued compensation. |
| 2024-12-20 | Texas A&M University College of Dentistry and SKL signed a Memorandum of Understanding (MOU) for Oral Thrush bioequivalency study. |
| 2025-02-01 | Company and a company owned by Chairman entered into a lease for commercial property (postponed). |
| 2025-02-07 | Company entered into a Promissory Note Agreement with a lender for $5,500. |
| 2025-02-10 | Company entered into a Promissory Note Agreement with a lender for $21,641. |
| 2025-02-18 | Company issued 500,000 common shares for $25,000. |
| 2025-03-04 | Company issued 120,000 common shares for $6,000. |
| 2025-03-07 | Company issued 100,000 common shares for $5,000. |
| 2025-03-31 | Stow Professional Lease expired. |
| 2025-04-25 | Company entered into an Asset Purchase Agreement with Ticketbash; Innovative issued shares to Ticketbash's owners. |
| 2025-04-27 | Securities Purchase Agreement between Innovative MedTech, Inc. and Colbico, LLC. |
| 2025-05-01 | Company issued 200,000 common shares for $10,000. |
| 2025-05-02 | Company entered into a Promissory Note Agreement with a lender for $2,500. |
| 2025-05-20 | Company issued 1,400,000 common shares for $70,000 and 400,000 common shares for $20,000. |
| 2025-05-22 | Company issued 500,000 common shares for $25,000. |
| 2025-05-23 | Company issued 1,500,000 common shares for $75,000. |
| 2025-05-27 | Company entered into a Securities Purchase Agreement with Colbico, LLC to sell Sarah Adult Day Services, Inc. and Sarah Day Care Centers, Inc. |
| 2025-05-30 | Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement. |
| 2025-06-01 | Calculation date for fully diluted shares for Ticketbash preferred stock conversion. |
| 2025-06-03 | Company issued 1,600,000 common shares for $80,000. |
| 2025-06-04 | Company entered into two Promissory Note Agreements with a lender for $28,750 and $66,700. |
| 2025-06-05 | Company issued 200,000 common shares for $10,000. Company engaged Astra Audit & Advisory, LLC as independent registered public accounting firm. |
| 2025-06-06 | Company issued two sets of 100,000 common shares for $5,000 each. |
| 2025-06-13 | Company issued 500,000 common shares for $25,000. |
| 2025-06-28 | Transaction closed for the sale of SarahCare subsidiaries. |
| 2025-06-30 | Fiscal year end. |
| 2025-08-04 | Start date for period where Company issued 8,260,000 common shares to four investors for $413,000 in Reg A Offering. |
| 2025-08-06 | Company entered into a securities purchase agreement with Labrys Fund II, L.P. for a convertible promissory note of $97,750. |
| 2025-09-19 | Company filed Certificate of Amendment to change corporate name to AnTix Holdings, Inc. |
| 2025-10-03 | Company and Ticketbash entered into Amendment No. 2 to Asset Purchase Agreement, reducing purchase price to $522,000 and immediately closing the acquisition. |
| 2025-10-06 | Company served notice with a Demand for Arbitration by Brian Froelich. |
| 2025-10-10 | End date for period where Company issued 8,260,000 common shares to four investors for $413,000 in Reg A Offering. |
| 2025-10-29 | Company entered into a securities purchase agreement with Labrys Fund II, L.P. for a convertible promissory note of $57,500. |
| 2025-11-13 | Company entered into a securities purchase agreement with Tri-Bridge Ventures, LLC for a convertible promissory note of $57,500. |
| 2025-12-31 | Aggregate market value of common stock held by non-affiliates was approximately $1,519,149. |
| 2026-01-08 | Number of common shares outstanding was 70,652,809. Date the consolidated financial statements were available for issue. |
| 2026-02-04 | Payment due date for $54,740 on Labrys Fund II, L.P. convertible note issued August 6, 2025. |
| 2026-03-30 | Maturity date for two Promissory Note Agreements entered into on June 4, 2025. |
| 2026-04-28 | Payment due date for $32,200 on Labrys Fund II, L.P. convertible note issued October 29, 2025. |
| 2026-05-12 | Payment due date for $32,200 on Tri-Bridge Ventures, LLC convertible note issued November 13, 2025. |
| 2026-07-01 | Lease for S. Frank Professional Lease expires. |
| 2028-10-15 | Higbee Lease expires. |
Recommendation
sellDespite reporting a net income for the fiscal year, this was primarily driven by the one-time gain from the sale of subsidiaries, not from sustainable core operations, which generated no revenue. The company faces severe liquidity issues, with insufficient cash to operate for the next 12 months, and a "going concern" warning from its auditors. It has a history of cumulative net losses and numerous defaulted convertible notes, indicating poor financial management and high debt risk. While the strategic pivot to AI ticketing is a potential growth area, it is nascent, highly speculative, and the company's ability to execute is severely hampered by its financial distress and significant internal control weaknesses. The reliance on related party transactions and the "penny stock" status further add to the investment risk. A seasoned investor would likely view the company as highly distressed and speculative, with a high probability of further dilution or financial restructuring that could negatively impact existing equity holders.
Keywords
AI ticketing, event ticketing, machine learning, predictive analytics, dynamic pricing, Oral Thrush, health and wellness, corporate restructuring, SEC filing, 10-K, going concern, convertible notes, related party transactions, corporate governance, financial performance, AnTix Holdings, Innovative MedTech
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