{"url_path":"/sec/rmtg/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","accession_number":"0001213900-26-056841","cik":"0001760026","ticker":"RMTG","issuer_name":"Regenerative Medical Technology Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","primary_entity_key":"0001760026","primary_entity_name":"Regenerative Medical Technology Group Inc."},"word_count":9028,"has_tables":true,"body_markdown":"* *\n\n**Item 1A.**\n**Risk Factors.**\n\n \n\n*You should carefully consider the risks described\nbelow together with all of the other information included in this annual report before making an investment decision with regard to our\nsecurities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject\nto risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking\nstatements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed.\nIn that case, you may lose all or part of your investment. In addition to other information in this annual report and in other filings\nwe make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business\nas they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually\noccurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because\nof the following factors, as well as other variables affecting our operating results, past financial performance should not be considered\nas a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future\nperiods.*\n\n* *\n\n**Risks Related to Macroeconomics, Public Health Emergencies and Other\nConditions** \n\n** **\n\n**OUR\nOPERATIONS AND PERFORMANCE DEPEND SIGNIFICANTLY ON GLOBAL AND REGIONAL ECONOMIC CONDITIONS AND ADVERSE ECONOMIC CONDITIONS CAN MATERIALLY\nADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.**\n\n \n\nA deterioration in economic\nconditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest\nrates, tariffs, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available\ncredit, the rate of inflation, and perceptions of the economy, as well as other factors, such as terrorist attacks, protests, looting,\nand other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and other epidemics),\nextreme weather conditions and climate change, significant changes in the political environment, political instability, armed conflict\n(such as the ongoing military conflict between Ukraine and Russia and the military conflict in Iran and other parts of the Middle East)\nand/or public policy, including increased state, local or federal taxation, could adversely affect our operating results and financial\ncondition. In 2025, persistent inflation and supply chain disruptions in regions like Latin America and Southeast Asia, where we expanded\nour operations, amplified these risks, potentially leading to higher operational costs and delayed shipments of regenerative products.\n\n \n\nMajor public health issues,\nincluding pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due\nto their impact on the global economy and demand for our regenerative products; the imposition of protective public safety measures, such\nas shutdowns and restrictive health mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting\nin interruptions to our business and the supply of current products and offering of existing services, and delays in production ramps\nof new products and development of new services. Although the acute phase of COVID-19 has subsided, emerging variants or new global health\nthreats could impose similar restrictions, particularly in our key international markets, affecting clinic openings and physician training\nevents.\n\n \n\nIn addition to an adverse\nimpact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional economic conditions\ncan have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other channel partners,\nand developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency.\nFor instance, reliance on third-party suppliers for components in our Cancún manufacturing facility exposes us to risks of material\nshortages amid global trade tensions.\n\n \n\nAs a result, our operating\nresults may be impacted by the health of the global economy. Volatility and disruption in global capital and credit markets may lead to\nslowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial\nperformance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future\neconomic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market\nvolatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients\nor changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies\nor similar events affecting clients may cause us to incur bad debt expense at levels higher than historically experienced. Further, volatility\nand disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need,\nto raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global\nfinancial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially\nand adversely affected.\n\n \n\nAdverse economic conditions\ncan also lead to increased credit and collectability risk on our trade receivables; the failure of derivative counterparties and other\nfinancial institutions; limitations on our ability to issue new debt; reduced liquidity; and declines in the fair values of our financial\ninstruments. These and other impacts can materially adversely affect our business, results of operations, financial condition and stock\nprice. Expanded operations in emerging markets like Brazil and Pakistan heighten these risks due to local economic instability and currency\nvolatility.\n\n \n\n4\n\n \n\n**ALL\nOF REVENUE IS DERIVED FROM CUSTOMERS OUTSIDE THE UNITED STATES, AND WE MAY LOSE REVENUES AND MARKET SHARE DUE TO EXCHANGE RATE FLUCTUATIONS\nAND POLITICAL AND ECONOMIC CHANGES RELATED TO FOREIGN BUSINESS.**\n\n \n\nAll of our revenue comes\nfrom customers outside of the United States. Any US company conducting foreign business is always subject to economic, political and regulatory\nuncertainties and risks that are unique to each area of the world. Fluctuations in exchange rates may also affect the prices that foreign\ncustomers are willing to pay, and may put us at a price disadvantage compared to other competitors. Potentially volatile shifts in exchange\nrates may negatively affect our financial position and results. In 2025, our expansions into markets like Puerto Rico, Argentina, the\nDominican Republic, Brazil, and Pakistan increased our exposure to currency devaluations and economic policies in these regions, potentially\nimpacting pricing competitiveness and revenue stability.\n\n \n\n**RISKS\nAND UNCERTAINTIES ASSOCIATED WITH OUR OPERATIONS OUTSIDE OF THE UNITED STATES MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, CASH FLOW,\nLIQUIDITY OR FINANCIAL CONDITION**\n\n \n\nThese challenges include:\n(1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign\nownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect\nthe activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings\nwith certain nations; (3) the difficulties involved in managing an organization doing business in many different countries; (4) rapid\nchanges in government policy, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) currency\nexchange rate fluctuations. Our growing presence in politically volatile regions, such as the Middle East with delayed Dubai facility\nplans, amplifies risks of regulatory shifts, geopolitical tensions, and operational disruptions.\n\n \n\n**Risks Related to Our Financial Condition**\n\n \n\n**We\nhave a limited operating history.**\n\n \n\nThe Company was incorporated under the laws of\nthe State of Nevada in 1999 but has only recently acquired Global Stem Cells Group Inc., under which it conducts its current operations.\nAccordingly, the Company has only a limited operating history with which you can evaluate its business and prospects. An investor in the\nCompany must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage\ncompanies, including limited capital, delays in product development, government regulations, possible marketing and sales obstacles and\ndelays, inability to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services\nto customers. The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could\nhave a material adverse effect on its business. Since the 2021 acquisition, our rapid international expansions and manufacturing scale-up\nin 2025 introduce additional complexities in scaling operations sustainably.\n\n \n\n**THE REPORT OF OUR INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM CONTAINS AN EXPLANATORY PARAGRAPH THAT EXPRESSES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.**\n\n** **\n\nThe report of our independent registered public\naccounting firm with respect to our financial statements as of December 31, 2025 and for the year then ended indicates that our financial\nstatements have been prepared assuming that we will continue as a going concern. The report states that, the Company suffered a net loss\nfrom operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Our\nplans in regard to these matters are described in Note 2 to our audited financial statements as of December 31, 2025 and 2024 and for\nthe years then ended. If we are not able to continue as a going concern, investors could lose their investments. Ongoing investments in\nclinic networks and R&D, amid delayed facility launches like Dubai, may exacerbate cash flow pressures if revenue growth lags.\n\n \n\n5\n\n \n\n**Our\nability to generate the significant amount of cash needed to service our debt obligations and our ability to refinance all or a portion\nof our indebtedness or obtain additional financing depends on many factors, many of which may be beyond our control.**\n\n \n\nAs of the\ndate of this report, there are a number of unsecured promissory notes with an aggregate principal amount of $1,157,935 that have matured\nand are currently in default, but the Company has received no notice of default, demand for payment, or acceleration from any lender.\nThe Company has insufficient cash on hand to repay these notes. The company is currently in debt restructuring talks, and there are also\nother lenders as well who have demonstrated interest in assuming this debt. However, if we are unable to generate sufficient revenues\nand/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable\nsecured notes, and demand payment. While management believes the risk of acceleration is low based on historical lender forbearance, a\nformal demand on any defaulted note could trigger acceleration of up to $16.6 million in secured debt. If after all these recourses are\nexhausted and the debt becomes unresolvable, like any other company, there’s a risk we could go out of business.\n\n \n\nOur ability to make scheduled payments on, or\nto refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject\nto prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control.\nWe cannot guarantee that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities\nwill be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service\nour indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs. Capital-intensive projects,\nsuch as the Cancún manufacturing expansion and potential U.S. entry, heighten dependence on external financing amid volatile markets.\n\n \n\nWe will use cash to pay the principal and interest\non our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations and\nother purposes. As a result of these obligations, our current liabilities may exceed our current assets. We may need to take on additional\ndebt as we expand our presence in the global stem cell industry, which could increase our ratio of debt to equity. The need to service\nour debt may limit funds available for other purposes and our inability to service debt in the future could lead to acceleration of our\ndebt and foreclosure on assets. Increased debt from funding 2025 clinic launches and product innovations could strain resources if international\nrevenues fluctuate.\n\n \n\nWe cannot guarantee that we will be able to refinance\nany of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of indebtedness and the indebtedness\nincurrence restrictions imposed by the agreements governing our indebtedness, as well as prevailing market conditions. We may face substantial\nliquidity problems and might be required to dispose of material assets or operations to meet our indebtedness service and other obligations.\n\n \n\nThe lending documents restrict, and any agreements\ngoverning future indebtedness may restrict, our ability to dispose of assets and use the proceeds from any such dispositions. We cannot\nguarantee we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that\nwe realize will be adequate to meet indebtedness service obligations when due. Restrictions in debt agreements may limit flexibility in\nresponding to operational delays, such as those experienced with the Dubai facility.\n\n \n\n6\n\n \n\n**Risks Related to Our Business**\n\n \n\n**The\nOperations and Commercialization of Stem Cell Therapies is an exciting, new, and integral part of the emerging Regenerative Medicine market,\nBUT The field remains in its infancy.**\n\n \n\nAs with all new technologies, products, practices\nand solutions, there are inherent risks related to our industry and business.\n\n \n\nThe field of stem cell therapy is relatively new,\nand not yet widely adopted by the medical community, and because of that infancy, it may have an adverse effect on our ability to reach\npotential physicians that are skeptical of the benefits or have questions about the risks, and thus, we may run into resistance in the\nmarketing of our products and services. Stem cell therapies may be susceptible to various risks, including side effects, unintended immune\nsystem responses, inadequate therapeutic efficacy, and lack of acceptance by physicians, hospital, and the patients themselves. Evolving\nresearch on exosomes and peptides, as pursued in our 2025 R&D, adds uncertainty regarding long-term safety and efficacy data.\n\n \n\nOur experience and others have shown that physicians\nare historically slow to adopt new treatment methods based on new technologies, like ours, when existing and trusted methods continue\nto be supported by established practitioners. Overcoming these obstacles often requires significant marketing expenditures, product performance,\ncost cutting and/or decreased pricing. We believe the skepticism to be a significant barrier as we attempt to gain market penetration\nwith our products and services. Failure to achieve market acceptance of our products and services would have a material adverse effect\non our financial condition. Physician training via ISSCA may mitigate this, but resistance in new markets like South Asia could slow adoption.\n\n \n\nAdditionally, part of our success will depend\non continuing to establish and maintain effective strategic partnerships and collaborations with our international partners, which may\nimpose challenges, restrictions, and or financial impacts to our business. Partnerships in 2025, such as with Njinsky Medical Centre in\nPakistan, introduce dependencies on partner performance and local market dynamics.\n\n \n\nAs we apply our business strategy of establishing\nand maintaining strategic relationships, we believe this will allow us to expand and complement our products, training, support and commercialization\ncapabilities. This we believe will allow us to reduce costs with greater economies of scale, and leverage a greater source of market intelligence,\nwith crucial meta data gathered of Stem Cell Therapies applied to a full spectrum across global applications. Notwithstanding, there can\nbe no assurances that we will favorably maintain all current or successfully add new relationships to successfully advance our business.\nCultural and operational differences in diverse regions could strain these alliances.\n\n \n\n**Some\nof Our Potential Cell Therapy Products and Technologies Are In Early Stages Of Development.**\n\n \n\nThe development of new cell therapy products is\na highly risky undertaking, and there can be no assurance that any future research and development efforts we may undertake will be successful.\nOur potential products will require extensive additional research and development and perhaps regulatory approval before any commercial\nintroduction. There can be no assurance that any future research, development and clinical trial efforts will result in viable products\nor meet efficacy standards. Innovations like Peptide Pens and advanced exosome formulations in 2025 require ongoing validation, with potential\nsetbacks in clinical studies delaying commercialization.\n\n \n\n7\n\n \n\n**WE COMPETE WITH A NUMBER OF COMPANIES IN\nOUR SPACE AND FACE INCREASED COMPETITION FROM SUCH COMPANIES.**\n\n \n\nIn our global cell therapy operations, we face\ncompetitors in many different segments of our business models. We face intense competition from companies with much larger capital resources\nthan us, and, as a result, we could struggle to attract customers and gain market share. Some of our existing or future competitors have\ngreater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes\nin the industry or the economy as a whole. We will strive to advance our products and technology in each of these sectors ahead of our\ncompetitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability to continue\nto compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and to compensate\nemployees competitively. We face significant competition in several aspects of our business, and such competition might increase, particularly\nin the market for regenerative therapies. Emerging players in peptides and exosomes could erode our leadership if they secure faster regulatory\napprovals or superior distribution.\n\n \n\nOur competitors may announce new products, services\nor enhancements that better address changing industry standards on regenerative care. Any such increased competition could cause pricing\npressure, loss of business or decreased customer purchases, any of which could adversely affect our business and operating results.\n\n \n\nWe believe that we have competitive strengths\nand protection via our depth of services and products, and our continually expanding global footprint, that we offer in the regenerative\nmedicine field, including, but without limitation to, cell therapy products, isolation systems, physician training, laboratory build outs,\nmedical tourism, and more. Our integrated model, including Cellgenic products and ISSCA training, differentiates us, but copycat full-service\nproviders could emerge.\n\n \n\nWhile there are particular or specific competitors\nin any one of these areas, no one is currently providing the full service one stop solution for such a complete range of offerings in\nthis industry as we are.\n\n \n\nFurthermore, we compete by becoming a resource,\ncreating standards of practice, advancing the Stem Cell field in general, and by connecting associates and partners in many different\naspects of the business. Collaborative events like the 2025 Global Summit foster this, but intellectual property leaks in partnerships\npose risks.\n\n \n\n**We\nintend to continue strategic business acquisitions and other combinations, which are subject to inherent risks.**\n\n \n\nIn order to expand our solutions, services, and\ngrow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe\nare complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on our business, financial\ncondition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate the business and financial\noperations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls,\npolicies and procedures; 2) diversion of management’s attention from other business concerns; 3) entry into markets in which we\nhave little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients or key\npersonnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off of software development costs, goodwill,\nclient lists and amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities; and, 9) accounting\ndeficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related\nto internal control over financial reporting and the time and cost associated with remedying such deficiencies. If we fail to successfully\nintegrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve\nprojected results or support the amount of consideration paid for such acquired businesses. Future acquisitions to bolster our network,\nlike potential U.S. entries, could face integration challenges in diverse regulatory environments.\n\n \n\n**If\nwe are unable to manage our growth in the new markets in which we offer solutions or services, our business and financial results could\nsuffer.**\n\n \n\nOur future financial results will depend in part\non our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth in new markets\ncould have a significant negative impact on our business, financial condition and results of operations. Rapid 2025 expansions into South\nAmerica and Asia strain management resources, risking operational inefficiencies.\n\n \n\n8\n\n \n\n**OUR\nBUSINESS WILL SUFFER IF OUR NETWORK SYSTEMS, OR OPEN-SOURCE PLATFORM FAILS OR BECOME UNAVAILABLE.**\n\n \n\nA reduction in the performance,\nreliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as\nour reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood,\npower loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses,\nbreak-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate\nbusiness interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes\ninterruption in availability of our product or an increase in response time could result in a loss of potential customers, which could\nhave a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions,\nthen our products and services could be less attractive to our users and our business would be materially harmed. Reliance on digital\nplatforms for ISSCA online training in 2025 heightens cybersecurity vulnerabilities.\n\n \n\n**WE MAY NOT BE ABLE TO IMPLEMENT OUR GROWTH\nAND MARKETING STRATEGY SUCCESSFULLY OR ON A TIMELY BASIS OR AT ALL.**\n\n \n\nOur future success depends, in large part, on\nour ability to implement our growth strategy of expanding distribution and sales of our product portfolio, attracting new consumers and\nintroducing new product lines and product extensions.\n\n \n\nOur sales and operating results will be adversely\naffected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful. Delays\nin Dubai facility, now pushed to 2026, exemplify execution risks in strategic expansions.\n\n \n\n**Risks Related to Legal Uncertainty**\n\n \n\n**We\nmay become subject to legal proceedings that could have a material adverse impact on our financial position and results of operations.**\n\n \n\nFrom time to time and in the ordinary course of\nour business, we may become involved in various legal proceedings. All such legal proceedings are inherently unpredictable and, regardless\nof the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management.\nIf resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may\naffect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future\ncourt decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation\nand regulatory investigations. In some cases, substantial noneconomic remedies or punitive damages may be sought. Although we maintain\nliability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that\nmay be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable\nterms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings\nbrought against us, it could have an adverse effect on our business, financial condition and results of operations.\n\n \n\n \n●\nCertification, licensing or regulatory requirements;\n\n \n \n \n\n \n●\nUnexpected changes in regulatory requirements;\n\n \n \n \n\n \n●\nChanges to or reduced protection of intellectual property rights in some countries particularly in emerging markets where enforcement is weaker.\n\n \n\n9\n\n \n\n**DEFECTS\nIN THE PRODUCTS WE SELL OR FAILURES IN QUALITY CONTROL RELATED TO OUR DISTRIBUTION OF PRODUCTS COULD IMPAIR OUR ABILITY TO SELL OUR PRODUCTS\nOR COULD RESULT IN PRODUCT LIABILITY CLAIMS, LITIGATION AND OTHER SIGNIFICANT EVENTS INVOLVING SUBSTANTIAL COSTS.**\n\n \n\nDetection of any significant\ndefects in our regenerative medicine products that we sell or failure in our quality control procedures or the quality control procedures\nof our suppliers may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion\nof development resources, injury to our reputation and restrictions imposed by governmental agencies. The costs we may incur in correcting\nany product defects may be substantial and we may not be able to identify adequate remedies, if required. Additionally, errors, defects\nor other performance problems could result in financial or other damages to our customers, which could result in litigation. Product\nliability litigation, even if we prevail and/or our suppliers, would be time consuming and costly to defend, and if we and/or our\nproduct suppliers do not prevail, could result in the imposition of a damages award. We presently do not maintain product liability insurance\nand we are therefore exposed to claims without the benefit of insurance. New products like Peptide Pens increase liability risks if manufacturing\nflaws lead to adverse patient outcomes.\n\n \n\n**If\nwe should in the future become required to obtain regulatory approval to market and sell our pRODUCTS AND services we will not be able\nto generate any revenues until such approval is received.**\n\n \n\nThe medical industry is subject to stringent regulation\nby a wide range of authorities. Although Stem Cell therapy is heavily regulated in the US by the Food and Drug Administration, we do not\nfocus our business portfolio in U.S. markets. To this end, we have suspended operations in the U.S. As such, we are not constrained by\nFDA regulatory jurisdictions. We now operate exclusively in countries where clear regulatory pathways to manufacturing and practice exist.\nOur Cofepris-accredited Cancún facility exemplifies compliance, but evolving standards in Mexico or new markets could necessitate\nadditional approvals.\n\n \n\nHowever, while we are not presently required to\nobtain regulatory approval in regulated markets, such as the U.S., to create, market and sell our products and services we cannot predict\nwhether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained, whether\nfor the products and services that we have commercialized or may attempt to develop. Should such regulatory approval in the future be\nrequired, our products and services may be suspended or may not be able to be marketed and sold until we have completed the regulatory\nclearance process as and if implemented by the FDA or similar foreign regulatory entities. Satisfaction of regulatory requirements typically\ntakes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial\nresources. Potential U.S. re-entry plans in 2026 hinge on FDA evolutions, with delays risking revenue opportunities.\n\n \n\nIf regulatory clearance of products and services\nis granted, this clearance may be limited to those particular states and conditions for which the products and services are demonstrated\nto be safe and effective, which would limit our ability to generate revenue.\n\n \n\nWe cannot ensure that any products and services\ndeveloped by us will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory\napproval will prevent commercialization of our products and services where such clearance is necessary. There can be no assurance we will\nobtain regulatory approval of our products and services that may require it. International variances, like in Dubai’s regulatory delays,\nunderscore compliance challenges.\n\n \n\n10\n\n \n\n**We\nmay be unable to protect our intellectual property from infringement by third parties, and third parties may claim that we are infringing\non their intellectual property, either of which could materially and adversely affect us.**\n\n \n\nWe intend to rely on patent protection, trade\nsecrets, technical know-how and continuing technological innovation to protect our intellectual property, and we expect to require any\nemployees, consultants and advisors that we may hire or engage in the future to execute confidentiality and assignment of inventions agreements\nin connection with their employment, consulting or advisory relationships. There can be no assurance, however, that these agreements will\nnot be breached or that we will have adequate remedies for any such breach. Proprietary protocols for exosomes and peptides are vulnerable\nto reverse engineering in competitive markets.\n\n \n\nDespite our efforts to protect our intellectual\nproperty, third parties may infringe or misappropriate our intellectual property or may develop intellectual property competitive with\nours. Our competitors may independently develop similar technology or otherwise duplicate our products and services. As a result, we may\nhave to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual\nproperty litigation is particularly expensive, time-consuming, diverts the attention of management and technical personnel and could result\nin substantial cost and uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure\nor enforce intellectual property protection would limit our ability to produce and/or market our products and services in the future and\nwould likely have an adverse effect on any revenues we may in the future be able to generate by the sale or license of such intellectual\nproperty. Global expansions increase infringement risks in regions with lax IP enforcement.\n\n \n\nWe may be subject to costly litigation in the\nevent our future services or technology infringe upon another party’s proprietary rights. Third parties may have, or may eventually\nbe issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us\nwith respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage\nrights. Any such claims and any resulting litigation could subject us to significant liability for damages or injunctions precluding us\nfrom utilizing our technology or services or marketing or selling any products or services under the same. An adverse determination in\nany litigation of this type could require us to design around a third party’s patent, license alternative technology from another\nparty or otherwise result in limitations in our ability to use the intellectual property subject to such claims. \n\n \n\n**We\nmay be Exposed to Liabilities under the Foreign Corrupt Practices Act and any Determination that we Violated these Laws could have a Material\nAdverse Effect on our Business.**\n\n \n\nWe are subject to the Foreign Corrupt Practices\nAct (FCPA), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political\nparties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. It is our policy to\nimplement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may\nprove to be less than effective and our employees, consultants, sales agents or distributors may engage in conduct for which we might\nbe held responsible. Violations of the FCPA may result in severe criminal or civil sanctions and we may be subject to other liabilities,\nwhich could negatively affect our business, operating results and financial condition. Operations in emerging markets heighten FCPA scrutiny\nthrough local partnerships.\n\n \n\n**THERE\nMAY BE DEFICIENCIES WITH OUR INTERNAL CONTROLS THAT REQUIRE IMPROVEMENTS, AND IF WE ARE UNABLE TO ADEQUATELY EVALUATE INTERNAL CONTROLS,\nWE MAY BE SUBJECT TO SANCTIONS BY THE SEC.**\n\n \n\nWe are exposed to potential\nrisks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller\nreporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internal controls\nover financial reporting until our second annual report, and we will be exempt from the auditor attestation requirements concerning any\nsuch report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal\ncontrol procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported\nfinancial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section\n404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such\nas the SEC.\n\n \n\n11\n\n \n\n**Risks Related to Our Management and Control\nPersons**\n\n \n\n**WE\nRELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.**\n\n \n\nOur success is highly\ndependent upon the continued services of our Chief Executive Officer, David Christensen. The loss of Mr. Christensen’s services\nwould have a material adverse effect on the Company and its business operations. Dependence on key personnel extends to scientific leaders\ndriving R&D initiatives.\n\n \n\nThe market for skilled\nemployees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will\nbe intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain\nthe services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue\nto attract new employees as required. Talent shortages in regenerative medicine could hinder expansions.\n\n \n\n**OUR\nLACK OF ADEQUATE D&O INSURANCE MAY ALSO MAKE IT DIFFICULT FOR US TO RETAIN AND ATTRACT TALENTED AND SKILLED DIRECTORS AND OFFICERS.**\n\n \n\nIn the future we may\nbe subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal\nliability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time.\nTo date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance,\nthe amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the\nCompany could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of\nadequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could\nadversely affect our business.\n\n \n\n**OUR SERIES AA HOLDERS\nPOSSESS SIGNIFICANT VOTING POWER WITH RESPECT TO OUR VOTING STOCK, WHICH WILL LIMIT YOUR INFLUENCE ON CORPORATE MATTERS.**\n\n \n\nThere are currently 50,000\nshares of Series AA Preferred Stock held by David Christensen, the Company’s CEO. As a result of the issuance of 1,000,000 shares\nof Series AA Preferred Stock to Benito Novas, a change of control has occurred. The amended certificate of designation for the Series\nAA Preferred Stock provides that all of the holders of the Series AA Preferred Stock together, voting separately as a class, shall have\nan aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders. The amended certificate\nof designation for the Series AA Preferred Stock further provides that a unanimous consent of the holders of Series AA Preferred Stock\nis necessary for, among other things, a change in control of the Company, requiring the votes of both Messrs. Christensen and Novas. \n\n \n\nThe holder of the Series\nAA Super Voting Preferred Stock shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted\nto the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders\nof the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders\nof the Corporation for their action and consideration.\n\n \n\nAs a result, our insiders\nhave the ability to significantly influence our management and affairs through the election and removal of our Board and all other matters\nrequiring stockholder approval, including any future merger, consolidation or sale of all or substantially all of our assets. This concentrated\nvoting power could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise\nbe beneficial to our stockholders. Furthermore, this concentrated control will limit the practical effect of your influence over our business\nand affairs, through any stockholder vote or otherwise. Any of these effects could depress the price of our common stock.\n\n \n\n12\n\n \n\n**THE\nELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE\nOF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE\nLAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.**\n\n \n\nOur Articles of Incorporation\ncontain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our Amended and\nRestated Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under\nour agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring\nsubstantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable\nto recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and\nemployees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders\nagainst our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.\n\n \n\n**OUR\nOFFICER AND DIRECTORS HAS LIMITED EXPERIENCE MANAGING A PUBLIC COMPANY.**\n\n \n\nOur officer and director\nhas limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully.\nOur executive officer and director’s lack of experience of managing a public company could cause you to lose some or all of your\ninvestment.\n\n \n\n**Risks Related to Our Common Stock**\n\n \n\n**OUR STOCK PRICE MAY BE VOLATILE OR MAY DECLINE\nREGARDLESS OF OUR OPERATING PERFORMANCE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.**\n\n \n\nThe market price of our common stock may fluctuate\nwidely in response to various factors, some of which are beyond our control, including:\n\n \n\n●market conditions or trends in the regenerative medicine\nsector; ;\n\n \n\n●actions\nby competitors;\n\n \n\n●actual\nor anticipated growth rates relative to our competitors;\n\n \n\n●the\npublic’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;\n\n \n\n●economic,\nlegal and regulatory factors unrelated to our performance;\n\n \n\n●any\nfuture guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual results;\n\n \n\n●changes\nin financial estimates or recommendations by any securities analysts who follow our common stock;\n\n \n\n●speculation\nby the press or investment community regarding our business;\n\n \n\n●litigation;\n\n \n\n●changes\nin key personnel; and\n\n \n\n●future\nsales of our common stock by our officers, directors and significant shareholders.\n\n \n\n13\n\n \n\nIn addition, the stock markets, including the\nover-the-counter markets where we are quoted, have experienced extreme price and volume fluctuations that have affected and continue to\naffect the market prices of equity securities of many companies. These broad market fluctuations may materially affect our stock price,\nregardless of our operating results. Furthermore, the market for our common stock historically has been limited and we cannot guarantee\nthat a larger market will ever be developed or maintained. The price at which investors purchase shares of our common stock may not be\nindicative of the price that will prevail in the trading market. Market fluctuations and volatility, as well as general economic, market\nand political conditions, could reduce our market price. As a result, these factors may make it more difficult or impossible for you to\nsell our common stock for a positive return on your investment. In the past, shareholders have instituted securities class action litigation\nfollowing periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources\nand the attention of management could be diverted from our business.\n\n \n\n**FUTURE SALES OF SHARES OF OUR COMMON STOCK,\nOR THE PERCEPTION IN THE PUBLIC MARKETS THAT THESE SALES MAY OCCUR, MAY DEPRESS OUR STOCK PRICE.**\n\n \n\nThe market price of our common stock could decline\nsignificantly as a result of sales of a large number of shares of our common stock. In addition, if our significant shareholders sell\na large number of shares, or if we issue a large number of shares, the market price of our stock could decline. Any issuance of additional\ncommon stock by us in the future, or warrants or options to purchase our common stock, if exercised, would result in dilution to our existing\nshareholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common\nstock. Moreover, the perception in the public market that shareholders might sell shares of our stock or that we could make a significant\nissuance of additional common stock in the future could depress the market for our shares. These sales, or the perception that these sales\nmight occur, could depress the market price of our common stock or make it more difficult for us to sell equity securities in the future\nat a time and at a price that we deem appropriate.\n\n  \n\nWe have issued shares of common stock, options\nand convertible notes which are convertible into shares of our common stock in connection with our private placements and certain employment,\ndirector and consultant agreements. In addition, we issued shares of our common stock and convertible notes which are convertible into\nshares of our common stock, in financing transactions and pursuant to employment agreements that are deemed to be “restricted securities,”\nas that term is defined in Rule 144 promulgated under the Securities Act. From time to time, certain of our shareholders may be eligible\nto sell all or some of their restricted shares of common stock by means of ordinary brokerage transactions in the open market pursuant\nto Rule 144, subject to certain limitations. The resale pursuant to Rule 144 of shares acquired from us in private transactions could\ncause our stock price to decline significantly.\n\n \n\n**“PENNY STOCK” RULES MAY MAKE\nBUYING OR SELLING OUR COMMON STOCK DIFFICULT.**\n\n \n\nIf the market price for our common stock is below\n$5.00 per share, trading in our common stock may be subject to the “penny stock” rules. The SEC has adopted regulations that\ngenerally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.\nThese rules would require that any broker-dealer that would recommend our common stock to persons other than prior customers and accredited\ninvestors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s\nwritten agreement to execute the transaction. Unless an exception is available, the regulations would require the delivery, prior to any\ntransaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading\nin the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered\nrepresentative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements\nmay discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity\nof our common stock.\n\n \n\n**POTENTIAL FUTURE FINANCINGS MAY DILUTE THE\nHOLDINGS OF OUR CURRENT SHAREHOLDERS.**\n\n \n\nIn order to provide capital for the operation\nof our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of\ncommon stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants\nfor the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding,\nwhich would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities\ncould contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.\nFinancing for manufacturing scale-up or acquisitions could involve such dilutive issuances.\n\n \n\n14\n\n \n\n**WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS\nON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES.**\n\n \n\nWe currently do not expect to declare or pay dividends\non our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends\non our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common\nstock appreciates and you sell your shares at a profit.\n\n \n\n**YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP\nINTEREST DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.**\n\n \n\nWe are in a capital intensive business and we\ndo not have sufficient funds to finance the growth of or to support our projected capital expenditures. As a result, we will require additional\nfunds from future equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt,\nto complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our\npreviously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We\nare currently authorized to issue 100,000,000 shares of common stock and 11,000,000 shares of preferred stock, both with par value of\n$0.001 per share. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward\npressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible\ninto or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business\npurposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could\noccur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make\nit more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.\n\n \n\n**WE HAVE A SIGNIFICANT NUMBER OF SHARES OF\nOUR COMMON STOCK ISSUABLE UPON CONVERSION OF CERTAIN OUTSTANDING CONVERTIBLE SECURITIES, AND THE ISSUANCE OF SUCH SHARES UPON EXERCISE\nOR CONVERSION WILL HAVE A SIGNIFICANT DILUTIVE IMPACT ON OUR STOCKHOLDERS. SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK\nMAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND THE ISSUANCE OF ADDITIONAL SHARES WILL DILUTE ALL OTHER STOCKHOLDERS.**\n\n \n\nAs of December 31, 2025,\nthere were 133,125,861 shares of Common Stock issuable upon the exercise of options and warrants at weighted average exercise price of\n$0.068, 129,347 shares from the conversion of outstanding convertible notes and 39,244,937 shares from the conversion of outstanding convertible\npreferred stock.\n\n  \n\nOur articles of incorporation, as amended, permits\nthe issuance of up to 100,000,000 shares of Common Stock. As such, we have the ability to issue substantial amounts of Common Stock in\nthe future, which would dilute the percentage ownership held by stockholders.\n\n \n\n**FUTURE ISSUANCE OF OUR COMMON STOCK, PREFERRED\nSTOCK, OPTIONS AND WARRANTS COULD DILUTE THE INTERESTS OF EXISTING STOCKHOLDERS.**\n\n \n\nWe may issue additional shares of our common stock,\npreferred stock, options and warrants in the future. The issuance of a substantial amount of common stock, options and warrants could\nhave the effect of substantially diluting the interests of our current stockholders. In addition, the sale of a substantial amount of\ncommon stock or preferred stock in the public market, or the exercise of a substantial number of warrants and options either in the initial\nissuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration or by investors\nwho acquired such common stock in a private placement could have an adverse effect on the market price of our common stock. Potential\nequity raises for 2026 expansions could amplify dilution.\n\n \n\n15\n\n \n\n**OUR ARTICLES OF INCORPORATION GRANTS OUR\nBOARD THE POWER TO ISSUE ADDITIONAL SHARES OF COMMON AND PREFERRED SHARES AND TO DESIGNATE OTHER CLASSES OF PREFERRED SHARES, ALL WITHOUT\nSTOCKHOLDER APPROVAL.**\n\n \n\nAs of December 31, 2025, our authorized capital\nconsists of 100,000,000 shares of common stock and 11,000,000 shares are authorized as preferred stock, both with a par value of $0.001\nper share. Our Board, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems\nappropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided\nit is consistent with Nevada law.\n\n \n\nThe rights of holders of our preferred stock that\nmay be issued could be superior to the rights of holders of our shares of common stock. The designation and issuance of shares of capital\nstock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances\nof additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock\nand may dilute our book value per share.\n\n \n\n**BECAUSE\nTHE COMPANY IS A “SMALLER REPORTING COMPANY,” WE MAY TAKE ADVANTAGE OF CERTAIN SCALED DISCLOSURES AVAILABLE TO US, RESULTING\nIN HOLDERS OF OUR SECURITIES RECEIVING LESS COMPANY INFORMATION THAN THEY WOULD RECEIVE FROM A PUBLIC COMPANY THAT IS NOT A SMALLER REPORTING\nCOMPANY.**\n\n \n\nWe are a “smaller\nreporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage of certain of the scaled\ndisclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i)\nour voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second\nfiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and\nnon-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.\nTo the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors to analyze the Company’s\nresults of operations and financial prospects in comparison with other public companies.\n\n  \n\n**BECAUSE\nWE ARE A SMALL COMPANY WITH A LIMITED OPERATING HISTORY, HOLDERS OF COMMON STOCK MAY FIND IT DIFFICULT TO SELL THEIR STOCK IN THE PUBLIC\nMARKETS.**\n\n \n\nThe number of persons\ninterested in purchasing our common stock at any given time may be relatively small. This situation is attributable to a number of factors.\nOne factor is that we are a small company that is still relatively unknown to stock analysts, stock brokers, institutional investors,\nand others in the investment community that generate or influence sales volume. Another factor is that, even if the Company came to the\nattention of these persons, they tend to be risk-averse and would likely be reluctant to follow an unproven company such as ours. Furthermore,\nmany brokerage firms may not be willing to effect transactions in our securities, including our common stock. As a consequence, there\nmay be periods when trading activity in our common stock is minimal or even non-existent, as compared to trading activity in the securities\nof a seasoned issuer with a large and steady volume of trading activity. We cannot give you any assurance that an active public trading\nmarket for our common stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained.\n\n \n\n16\n\n \n\n**OUR\nCOMMON STOCK IS QUOTED THROUGH THE OTC MARKETS, WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.**\n\n** **\n\nThe Company’s common\nstock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading\nvolume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing\nin OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered\nspeculative and volatile.\n\n \n\nThe trading volume of\nthe Company’s common stock has been and may continue to be limited and sporadic. As a result, the quoted price for the Company’s\ncommon stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value.\n\n \n\nAdditionally, the securities\nof small capitalization companies may trade less frequently and in more limited volume than those of more established companies. The market\nfor small capitalization companies is generally volatile, with wide price fluctuations not necessarily related to the operating performance\nof such companies.\n\n \n\n**WE\nMAY SEEK TO RAISE ADDITIONAL FUNDS, FINANCE ACQUISITIONS OR DEVELOP STRATEGIC RELATIONSHIPS BY ISSUING CAPITAL STOCK.**\n\n \n\nWe may finance our operations\nand develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of\nour existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our\nexisting stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in\nany event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline."}