# RemSleep Holdings Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [RemSleep Holdings Inc.](/companies/rmsl.md) (CIK 1412126)
- Form: 10-Q
- Filed: 2025-11-19
- Accepted by EDGAR: Nov 19, 2025, 16:17 ET
- Period: 2025-09-30
- Accession: 0001213900-25-112640
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1412126/000121390025112640/ea0265930-10q_remsleep.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1412126/000121390025112640/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $7.5k | us-gaap:Revenues |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $12.3k | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $28 | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $628 | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $7.4k | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $11.7k | us-gaap:GrossProfit |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $18.7k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$2.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$2.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $130.1k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $350.1k | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$2.3m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$2.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 1,577,123,665 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 1,549,248,223 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$373.4k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-09-30 | $343.9k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $372.7k | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $464.1k | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $202.5k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $214.7k | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | $249.3k | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 14,197 characters.

### Forward-looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

### Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.’s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.

Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:

- Does not disrupt normal breathing mechanics;
- Is not claustrophobic;
- Causes zero work of breathing (WOB);
- Minimizes or eliminates drying of the sinuses;
- Uses less driving pressure; and
- Allows users to feel safe and secure while sleeping.

2

Pending adequate financing, we plan to conduct clinical trials to test product effectiveness.

On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

On April 27, 2021, Remsleep was awarded utility patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024, Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.

Our website is located at: http://remsleep.com.

### Results of Operations

### The three months ended September 30, 2025 compared to the three months ended September 30, 2024

#### Revenues

During the three months ended September 30, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $7,454 and $28 respectively. For the three months ended September 30, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $37,260 and $58,560 respectively. We stopped selling our CPAP machines at the end of 2024 and started selling the DeltaWave in 2025.

#### Operating Expenses

Professional fees were $11,750 and $22,680 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $10,930 or 48.2%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of legal fees of $10,150, accounting for most of the decrease.

Compensation expense was $2,197,000 and $49,000 for the three months ended September 30, 2025 and 2024, respectively. Compensation is paid to our CEO and it has been increased in 2025. In addition, in the Current period we issued 1,600,000 and 400,000 shares of Series C preferred stock to our CEO and the sister of the CEO, respectively, for a non-cash expense of $2,160,000.

Development expenses were $0 and $40,775 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $40,774. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.

Lease expenses were $4,968 and $18,255 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $13,287 or 72.8%. In the current period we have a new, less expensive lease, in a new location.

General and administrative expenses (“G&A”) were $76,977 and $42,105 for the three months ended September 30, 2025 and 2024, respectively, an increase of $34,872 or 82.2%. Our largest G&A expense and increases for those expenses in the current period are $12,000 for contractor expenses and $15,000 for selling expense for payments to outside sales people.

#### Other Expenses

The total other expense of $28,877, for the three months ended September 30, 2025, included $130,133 for interest expense, of which $123,301 was for the amortization of debt discount and a loss on conversion of debt of $47,271. These losses were offset by a $148,527 gain on the change in fair value of derivatives The total other expense of $83,794 for the three months ended September 30, 2024, included $64,392 for interest expense, for the amortization of debt discount, a loss on the disposal of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized a gain on the change in the fair value of derivatives of $68,795.

#### Net Loss

For the three months ended September 30, 2025, we had a net loss of $2,312,146 as compared to a net loss of $277,909 for the three months ended September 30, 2024. The $2,034,237 increase to our net loss is due to the reasons discussed above.

### The nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

#### Revenues

During the nine months ended September 30, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $12,278 and $628 respectively. For the nine months ended September 30, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $122,735 and $78,090, respectively. In 2025 we stopped selling our CPAP machines and started selling the DeltaWave.

#### Operating Expenses

Professional fees were $47,300 and $87,365 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $40,065 or 45.9%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of legal fees of $38,270, contributing to most of the decrease period over period.

Compensation expense was $2,248,000 and $105,000 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $2,143,000. Compensation is paid to our CEO and it has been increased in 2025. In addition, in the Current period we issued 1,600,000 and 400,000 shares of Series C preferred stock to our CEO and the sister of the CEO, respectively, for a non-cash expense of $2,160,000.

Development expenses were $18,700 and $196,795 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $178,095 or 90.5%. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.

Lease expenses were $31,459 and $69,179 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $37,720 or 54.5%. In the current period we have a new, less expensive lease, in a new location.

G&A expenses were $213,327 and $201,501 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $11,826 or 5.9%. Are largest G&A expense and increases for those expenses in the current period are $20,250 for contractor expenses, $15,000 for selling expense for payments to outside sales people, $12,500 of computer related expenses and $31,500 for consulting and selling expense. These increases are offset by a decrease of investor relations expenses of approximately $33,000 and depreciation expenses of approximately $40,000.

#### Other Expenses

The total other expense of $138,270, for the nine months ended September 30, 2025, included 350,100 for interest expense, of which $331,053 was for the amortization of debt discount, a loss on the issuance of convertible debt of $118,654, and a loss on conversion of debt of $101,404. These losses were offset by a $431,888 gain on the change in fair value of derivatives. The total other expense of $140,893 for the nine months ended September 30, 2024, included $125,303 for interest expense, $118,877 was for the amortization of debt discount, a loss on the disposal of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized a gain on the change in the fair value of derivatives of $72,607.

#### Net Loss

For the nine months ended September 30, 2025, we had a net loss of $2,685,406 as compared to a net loss of $756,088 for the nine months ended September 30, 2024. The $1,929,318 increase to our net loss is due to the reasons discussed above.

### Liquidity and Capital Resources

#### Cash flow from operations

Cash used in operating activities for the nine months ended September 30, 2025, was $373,395 compared to $537,686 of cash used in operating activities for the nine months ended September 30, 2024.

#### Cash Flows from Investing

We had no investing activity for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, we used $73,700 for the purchase of equipment and tooling.

#### Cash Flows from Financing

For the nine months ended September 30, 2025, we received $254,000 for the issuance of convertible notes payable. For the nine months ended September 30, 2024, we received $125,000 for the issuance of a convertible note payable, $93,000 of which was paid back with cash, and $395,000 from the sale of common stock.

### Going Concern

As of September 30, 2025, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

### Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

### Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the nine months ended September 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.

## Market risk

As filed, 154 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

## Controls and procedures

As filed, 1,438 characters.

#### Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to a lack of segregation of duties.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

#### Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 154 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

Filed Nov 19, 2025.
Source: SEC EDGAR, the filing index for accession 0001213900-25-112640. Last ingested by Listed: Oct 24, 2026, 15:09 ET. No prices; not investment advice.