Stemtech Corp

Stemtech Corporation is a global network marketing company that develops science-based products designed to support wellness by helping the body maintain healthy stem cell physiology, operating under the brand name The Stem Cell Nutrition Company. The Company markets its products internationally through subsidiaries and independent distributors under several brands including RCM System, stemrelease3, StemFlo, MigraStem, OraStem for oral health care, and Cellect One Rapid Renew Stem Cell Peptide Night Cream introduced in December 2022. In January 2025, the Company introduced Cellect One Shield HOCL, a hypochlorous acid skin care product, and announced plans to introduce StemPets, a pet supplement, in April 2025. The Company operates through thirteen subsidiaries spanning the United States, Canada, Mexico, Ecuador, Malaysia, and Taiwan, with its corporate headquarters located in Naples, Florida.

The Company’s business model centers on its Independent Business Partners sales force, which management describes as a lateral penetration strategy rather than simple product sales. The Company projects the addition of 30,000 new independent business partner representatives over the next 12 to 24 months, adding to existing IBPs. Below the IBP level, the Company plans to operate a Direct To Consumer network marketing distribution model, which management states requires no upfront or required buy-in of inventory by customers, with monthly shipments available for recurring sales. The Company offers a 10% money back guarantee on its products.

For the fiscal year ended December 31, 2025, the Company reported net sales of $2,876,380, a decrease from $5,053,690 in the prior year, representing a decline of $2,177,310. The Company attributed this decline primarily to stock-outs and supply disruptions on specific high-demand product lines during the year, compounded by working capital constraints that limited replenishment purchase orders. Gross profit was $2,309,440 compared to $3,727,346 in the prior year. Total operating expenses decreased to $5,018,487 from $6,113,773, a reduction of $1,095,286 driven by lower operating activity associated with reduced revenues.

The Company reported a net loss of $4,049,840 for the year ended December 31, 2025, compared to a net loss of $3,772,701 for the prior year. The increase in net loss was primarily attributable to lower revenue, continued fixed operating expenses, and the absence of the gain on extinguishment of debt recognized during the prior year, partially offset by lower interest expense. Net loss available to common stockholders was $4,046,705 compared to $3,769,566 in the prior year. Basic and diluted net loss per share was $0.02 for the current year compared to $0.03 for the prior year.

As of December 31, 2025, the Company reported total assets of $3,149,614, total current liabilities of $10,587,013, and total stockholders’ deficit of $7,704,399. The Company had an accumulated deficit of approximately $34.9 million and a working capital deficiency of approximately $10.4 million at year-end. The Company’s independent registered public accounting firm included an explanatory paragraph in its audit opinion expressing substantial doubt about the Company’s ability to continue as a going concern, citing recurring losses from operations, an accumulated deficit, and a net capital deficiency.

Management’s discussion indicates that the Company expects to fund its operations over the next twelve months primarily through the Leviston Resources, LLC senior secured convertible facility, which provides for borrowings of up to an aggregate principal amount of $7,000,000, of which approximately $1.56 million had been funded as of December 31, 2025. The Company notes that funding is at the lender’s sole discretion and the Company cannot guarantee that additional draws will be made available. Additional funding sources include continued issuances of equity securities, short-term director loans as a supplemental liquidity backstop, and proceeds from the factoring arrangement.

In April 2026, the Company secured financing to support the production of approximately $2.5 million of inventory intended to improve product availability and support anticipated customer demand. The Company states that existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. However, management also states that the Company will have to raise additional funds in the next twelve months in order to sustain and expand operations, and that additional financing may not be available upon acceptable terms, or at all.

The Company projects the addition of 30,000 new independent business partner representatives over the next 12 to 24 months, adding to the existing IBPs. Management conservatively believes the Company can reinvigorate sales to be more consistent with the Company’s previous revenue historically, noting that Stemtech has been recognized four times in the Inc 5000 Magazine’s list of fastest growing companies. The Company plans to introduce StemPets, a pet supplement, in April 2025, referencing the global pet industry as a $303 billion market.

The Company anticipates that additional capital may be required to fund future operations and support business growth initiatives. Management states that any future equity financings may be dilutive to existing stockholders, and newly issued securities may provide for rights, preferences, or privileges senior to those of existing stockholders. The Company may incur significant expenses in connection with future financing transactions, including legal, accounting, and advisory fees.

The Company faces material risks related to its ability to continue as a going concern, as it has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $34.9 million and a working capital deficiency of approximately $10.4 million at December 31, 2025. The Company is in default under certain Merchant Cash Advance financing agreements, with lenders who may proceed with legal proceedings seeking recovery of outstanding balances, creating the risk of acceleration of obligations and potential cross-default provisions under other debt instruments. The Company’s reliance on the Leviston Resources, LLC senior secured convertible facility represents a significant risk factor, as the lender retains full discretion over future funding and the Company cannot guarantee that additional draws will be made available. The Company has not yet achieved profitability and cannot provide assurance as to when, or if, it will become profitable. Additional issuances of equity or convertible debt securities will result in dilution to current shareholders, and between January 1, 2026 and March 31, 2026, the Company issued 1,223,835,979 shares of common stock comprised entirely of conversions of outstanding convertible debt obligations with no cash proceeds received by the Company. The Company is subject to penny stock rules that may affect the ability of stockholders to resell the Company’s securities. The Company currently does not carry a cyber liability insurance policy. The Company faces an ongoing legal proceeding in which a former CEO filed a lawsuit against a subsidiary alleging unpaid salary and vacation pay totaling approximately $267,000, for which the Company has accrued $267,000.

Management’s message to shareholders emphasizes the Company’s position as a pioneer in stem cell science and its mission to enhance wellness and prosperity around the world. The forward-looking statements in the filing include management’s projection of adding 30,000 new independent business partner representatives over the next 12 to 24 months, and management’s conservative belief that the Company can reinvigorate sales to be more consistent with the Company’s previous revenue historically. The strategic priorities emphasized in the filing include growing the Independent Business Partners sales force through lateral penetration, introducing new products such as StemPets and Cellect One Shield HOCL, and securing financing to support inventory production and operational needs.