8-K/A: BioRegenx Inc. Completes Reverse Merger and Restates Financials, Reports Pro Forma Results

BioRegenx Inc. has completed a reverse merger with Findit, Inc., restated its financials for 2022 and 2023, and provided unaudited pro forma combined financial information for the year ended December 31, 2023.

Summary

• BioRegenx Inc. completed a reverse merger with Findit, Inc. on March 8, 2024, with BioRegenx being the surviving entity and changing its name from Findit, Inc.
• The merger resulted in BioRegenx shareholders owning 90% of the voting securities of the combined company.
• The company has restated its financial statements for the years ended December 31, 2022 and 2023 due to errors in valuation and capitalization.
• Unaudited pro forma financial statements for the year ended December 31, 2023, show total assets of $8,274,646 and a total comprehensive loss of $3,704,370.
• The pro forma revenue for 2023 was $3,433,658, with a loss from operations of $3,523,626.
• The company's audited historical financials show a net loss of $3,600,082 for 2023 and $2,489,330 for 2022.
• The company has a significant accumulated deficit of $12,517,978 as of December 31, 2023.
• The company has a going concern warning due to recurring losses, negative cash flows, and debt defaults.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's significant losses, going concern warning, debt defaults, and restatement of financials. While there are some positives like revenue growth and the merger, the overall financial health and future prospects are concerning.

Positives

• The company completed a reverse merger, which may provide access to capital markets.
• The company's gross sales increased from $2,358,566 in 2022 to $3,687,945 in 2023.
• The company has a diverse product range including medical testing equipment, wellness devices, and nutritional supplements.

Negatives

• The company has incurred significant net losses of $3,600,082 in 2023 and $2,489,330 in 2022.
• The company has a substantial accumulated deficit of $12,517,978 as of December 31, 2023.
• The company is in default on certain debt obligations.
• The company has a going concern warning from its auditors.
• The company has negative operating cash flows of $1,515,043 in 2023.
• The company has a significant amount of related party debt totaling $963,215 as of December 31, 2023.

Risks

• The company's ability to continue as a going concern is uncertain due to recurring losses and debt defaults.
• The company may not be able to obtain necessary debt or equity financing to continue operations.
• The company faces potential legal challenges and disputes with former officers and vendors.
• The company's financial statements have been restated due to errors, indicating potential weaknesses in internal controls.
• The company's reliance on related party loans poses a risk to its financial stability.
• The company's convertible notes may cause dilution to existing shareholders.

Future Outlook

The unaudited pro forma combined financial information is provided for illustrative purposes only and does not purport to represent what the Company's actual results of operations or financial position would have been if the Acquisition had occurred on the dates indicated, nor is it necessarily indicative of the Company's future operating results or financial position.

Management Comments

• Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern.
• Management is in the process of finalizing the accounting for the reverse merger.

Industry Context

The reverse merger is a strategic move to potentially access capital markets and expand the company's reach. The company operates in the medical device and nutritional supplement industries, which are competitive and require significant investment in research and development and marketing.

Comparison to Industry Standards

• The company's significant losses and going concern warning are concerning compared to industry standards for established companies.
• The restatement of financial statements is not typical for well-managed public companies and indicates potential internal control issues.
• The high level of related party debt is unusual and could indicate a lack of access to traditional financing.
• The company's revenue growth is positive, but the high operating expenses and losses are not sustainable in the long term.
• Compared to companies like Medtronic or Abbott in the medical device space, BioRegenx is significantly smaller and less financially stable.
• Compared to large nutritional supplement companies like Herbalife or GNC, BioRegenx has a much smaller revenue base and is not yet profitable.

Management Changes

Corporate Governance

Legal Proceedings

• The company is involved in various lawsuits, claims, and other legal matters that arise in the ordinary course of conducting business.
• The company is involved in disputes with certain parties, including former officers and board members and vendors associated with their activities.

Related Party Transactions

• The company leases its home office from a related party on a month-to-month basis.
• The company has a royalty agreement with the VHS Pool, in which a related party has a creditor interest.
• The company has a distribution agreement with GlycoCheck B.V., where former directors may have an ownership interest.
• The company's legal counsel included a member of the board of directors.
• The company reimburses certain officers for company expenses paid through individual accounts.
• The company has significant related party loans totaling $963,215 as of December 31, 2023.

Stakeholder Impact

• Shareholders face significant risk due to the company's financial instability and going concern warning.
• Employees may be impacted by potential cost-cutting measures or restructuring due to the company's financial difficulties.
• Customers may experience disruptions in service or product availability due to the company's financial challenges.
• Suppliers and creditors face increased risk of non-payment due to the company's debt defaults and financial instability.

Next Steps

• The company needs to finalize the accounting for the reverse merger.
• The company needs to secure additional financing to continue operations.
• The company needs to address the issues raised by the auditors regarding its ability to continue as a going concern.
• The company needs to improve its internal controls to prevent future financial restatements.

Key Dates

Keywords

reverse merger, financial restatement, pro forma financials, going concern, debt default, medical devices, nutritional supplements, related party transactions, equity financing, operating loss