# PetVivo Holdings, Inc.: Form 10-Q for the period ended Dec 31, 2025

- Company: [PetVivo Holdings, Inc.](/companies/petv.md) (CIK 1512922)
- Form: 10-Q
- Filed: 2026-02-17
- Accepted by EDGAR: Feb 17, 2026, 21:32 ET
- Period: 2025-12-31
- Accession: 0001493152-26-007150
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1512922/000149315226007150/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1512922/000149315226007150/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-10-01 to 2025-12-31 | $286.1k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-04-01 to 2025-12-31 | $886.9k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-10-01 to 2025-12-31 | $141.4k | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-04-01 to 2025-12-31 | $335.4k | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-10-01 to 2025-12-31 | $144.7k | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-04-01 to 2025-12-31 | $551.5k | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-10-01 to 2025-12-31 | $323.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-04-01 to 2025-12-31 | $924.9k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-10-01 to 2025-12-31 | −$2.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-04-01 to 2025-12-31 | −$6.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-10-01 to 2025-12-31 | $0 | us-gaap:InterestExpense |
| Interest expense | 9 months, 2025-04-01 to 2025-12-31 | $11.2k | us-gaap:InterestExpense |
| Net income | 3 months, 2025-10-01 to 2025-12-31 | −$2.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-04-01 to 2025-12-31 | −$7.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.07 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-04-01 to 2025-12-31 | −$0.27 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.07 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-04-01 to 2025-12-31 | −$0.27 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-10-01 to 2025-12-31 | 33,674,322 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-04-01 to 2025-12-31 | 28,534,080 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-04-01 to 2025-12-31 | −$5.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-04-01 to 2025-12-31 | $7.7k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-12-31 | $18.2k | us-gaap:Cash |
| Current assets | at 2025-12-31 | $1.4m | us-gaap:AssetsCurrent |
| Total assets | at 2025-12-31 | $4.4m | us-gaap:Assets |
| Current liabilities | at 2025-12-31 | $988.4k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-12-31 | $997.4k | us-gaap:Liabilities |
| Shareholders' equity | at 2025-12-31 | $3.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,917 characters.

### GENERAL

PetVivo Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of products for the treatment of animals. A portfolio of nineteen patents protects the Company’s biomaterials, products, production processes, and methods of use. The Company began commercialization of its lead product Spryng® with OsteoCushion® Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.

The Company was incorporated in March 2009 under Nevada law under a different name. The Company operates as one segment from its corporate headquarters in Edina, Minnesota.

### CURRENT BUSINESS OPERATIONS

The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.

The Company’s initial product, Spryng®, and its pipeline products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like), polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials are similar to the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.

Our initial product, Spryng®, is a veterinary medical device designed to help reinforce and/or augment articular cartilage tissue for the management of lameness and other joint related afflictions, such as osteoarthritis, in horses and companion animals. Spryng® is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of collagen, elastin, and heparin, similar components found in natural cartilage. These particles show an effectiveness in reinforcing and/or augment the cartilage, which enhances the functionality of the joint (e.g. provide cushion or shock-absorbing features to the joint and to provide joint lubricity).

Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.

Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. Spryng® with OsteoCushion® technology addresses the affliction, loss of synovial fluid, and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng®-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.

We believe Spryng® is an optimal solution to safely improve joint function in animals for several reasons:

- Spryng® addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial fluid. Spryng® provides a biocompatible lubricious cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone.
- Spryng® is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.
- Case studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng®.
- After receiving a Spryng® injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative side effects.
- Spryng® is an effective and economical solution for treating osteoarthritis. A single injection of Spryng® is approximately $600 to $900 per joint and typically lasts for at least 12 months.

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng® is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng® will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.

We commenced sales of Spryng® in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng® in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”), Vedco, Inc. and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of Spryng®.

### VetStem, Inc.

On February 14, 2025, the “***Company”*** and VetStem, Inc. (“***VetStem”***) entered into an Exclusive License and Supply Agreement pursuant to which VetStem will license to us, on an exclusive basis, the right to sell, have sold, offer for sale and import Therapeutic Compositions and Products involving PrecisePRP™ equine and PrecisePRP™ canine. Exclusivity shall be maintained as long as the mutually agreed upon annual minimum purchases of Products are made during the first five years of the Agreement, with an option to extend exclusivity upon the mutual agreement of the Parties.

VetStem, Inc. is a veterinarian-led company established in 2002 to bring regenerative medicine to the veterinary profession. Based near San Diego, California, this privately held biopharmaceutical enterprise offers veterinarians a range of regenerative modalities, including autologous stem cell processing from patients’ own fat tissue. With over 15 years of expertise and thousands of treatments for joint, tendon, and ligament issues, VetStem has made regenerative medicine a therapeutic reality. The VetStem team is dedicated to developing clinically practical and affordable solutions that harness the natural restorative abilities of living organisms. In addition to its own patents, VetStem holds exclusive global veterinary licenses to a significant portfolio of patents in regenerative medicine and is in the late stages of approval of additional regenerative medicine solutions for the veterinarian.

PrecisePRP™ is a first-in-class off-the-shelf platelet-rich plasma (PRP) product designed for use by veterinarians. It is a leucoreduced, allogeneic, pooled, freeze-dried PRP intended to provide a species-specific source of concentrated platelets in plasma for intra-articular administration in dogs and horses. Unlike any PRP mechanical kits currently on the market. PrecisePRP™ does not require a blood draw or centrifugation making it a truly off-the-shelf product that is easy and convenient. Perhaps more important is the uniformity and consistency that PrecisePRP™ guarantees. Each vial of PrecisePRP™ contains a consistent dose of 4 billion platelets per vial at a concentration of 500,000 platelets per microliter and is leucoreduced with less than 1,500 white blood cells per microliter.

To significantly minimize safety risks, all dog and horse donors are screened according to the FDA CVM Guidance 254. Along with infectious disease screening, donors are tested for blood type and plasma antibody to red blood cells, providing a low risk of transfusion reaction. At the request of the FDA, two randomized placebo-controlled safety studies were conducted in dogs and horses. There were no treatment-related adverse events reported in dogs or horses after treatment with PrecisePRP™.

### Distributors

We entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng® on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng® within the Territory to established accounts, which include: (a) customers who have purchased Spryng® from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng®. All customers must be licensed veterinary practices.

Spryng® is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules, and pre-market approval is not required by the FDA. Spryng® completed a safety and efficacy study in rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng®.

We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling of our production capacity, and expand our research and development facilities.

We also have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.

### RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our March 31, 2025 period ending 10-K Report and the condensed consolidated financial statements and related notes in Item 1, Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q (“10-Q Report”). The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2025 10-K Report under the heading “Risk Factors,” as updated and supplemented by risks described in other SEC filings. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to pursue our current plans to commercialize our initial product, Spryng®.

### RESULTS OF OPERATIONS

|  | For the Three Months Ended December 31, 2025 | 2024 | For the Nine Months Ended December 31, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $286,108 | $583,313 | $886,892 | $907,783 |
| Cost of Sales | 141,396 | 61,497 | 335,396 | 95,653 |
| Operating Expenses | 2,336,167 | 2,280,221 | 6,652,635 | 6,788,008 |
| Other (Expense) Income | - | 1,367 | (1,409,162) | (3,716) |
| Net Loss | $(2,191,455) | $(1,757,038) | $(7,510,301) | $(5,979,594) |
| Net loss per share - basic and diluted | $(0.07) | $(0.09) | $(0.27) | $(0.30) |

### For The Three Months Ended December 31, 2025, Compared to The Three Months Ended December 31, 2024

***Total Revenues***. Revenues were $286,108 and $583,313 for the three months ended December 31, 2025 and 2024, respectively. Revenues in the three months ended December 31, 2025, consist of sales of our Spryng® products of $65,566 and PrecisePRP™ products of $220,542. Revenues in the three months ended December 31, 2024, consisted of sales entirely of our Spryng® products of $583,313. The decrease in our revenues in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, is due to a decrease in our Spryng® product sales, as in the period ending December 31, 2024, the Company had a special promotion to MWI Animal Health whereby additional Spryng® product was sold in December 2024 offering promotional discounts and “free product.” During December 2025, this promotion was not offered to our distributors, as this resulted in lower Spryng® revenues.

***Cost of Sales***. Cost of sales were $141,396 and $61,497 for the three months ended December 31, 2025 and 2024, respectively. Cost of sales includes product costs, direct labor and certain overhead related to the manufacturing of our Spryng® products and product purchasing of finished goods related to the PrecisePRP™ products from VetStem, Inc. The increase in our cost of sales in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, is due to PrecisePRP™ lower-margin purchase of finished goods associated with our exclusive licensing agreement with VetStem, Inc.

***Operating Expenses***. Operating expenses were $2,336,167 and $2,280,221 for the three months ended December 31, 2025 and 2024, respectively. The increase is primarily due to increased general and administrative (“G&A”) expenses and sales and marketing expenses.

General and administrative (“G&A”) expenses were $1,252,406 and $1,184,807 for the three months ended December 31, 2025 and 2024, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.

Sales and marketing expenses were $760,770 and $723,461 for the three months ended December 31, 2025 and 2024, respectively. Sales and marketing expenses include compensation, consulting, advertising and promotions, tradeshows, and stock compensation costs to support the launch of our Spryng® and the PrecisePRP™ products.

Research and development (“R&D”) expenses were $322,991 and $371,953 for the three months ended December 31, 2025 and 2024, respectively. The decrease was primarily related to decreased clinical studies.

***Operating Loss***. As a result of the foregoing, our operating loss was $2,191,455 and $1,758,405 for the three months ended December 31, 2025, and 2024, respectively. The decrease was primarily related to decreased revenues for the three-month period.

***Other Income (Expense).*** Other income (expense) was $0 for the three months ended December 31, 2025 compared to other income of $1,367 for the three months ended December 31, 2024. Other income in 2024 consisted of sublease rental income offset by interest expense.

***Net Loss***. Our net loss for the three months ended December 31, 2025 was $2,191,455 or ($0.07) per share as compared to a net loss of $1,757,038 or ($0.09) per share for the three months ended December 31, 2024. The increase was primarily related to decreased sales and an increase in general and administrative, and sales and marketing expenses. The weighted average number of shares outstanding was 33,674,322 compared to 20,632,921 for the three months ended December 31, 2025 and 2024, respectively.

### For The Nine Months Ended December 31, 2025, Compared to The Nine Months Ended December 31, 2024

***Total Revenues***. Revenues were $886,892 and $907,783 for the nine months ended December 31, 2025 and 2024, respectively. Revenues for the nine months ended December 31, 2025, consist of sales of our Spryng® products of $400,711 and PrecisePRP™ products of $486,181. Revenues in the nine months ended December 31, 2024, consisted of sales of our Spryng® products. The decrease in our revenues in the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024, is due to decreased sales of Spryng® products offset by an increase in PrecisePRP products.

***Cost of Sales***. Cost of sales were $335,396 and $95,653 for the nine months ended December 31, 2025 and 2024, respectively. Cost of sales includes product costs, direct labor and certain overhead related to the manufacturing of our Spryng® products and product purchasing of finished goods related to the PrecisePRP™ products from VetStem, Inc. The increase in our cost of sales for the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024, is due to PrecisePRP™ lower-margin purchase of finished goods associated with our exclusive licensing agreement with VetStem, Inc.

***Operating Expenses***. Operating expenses were $6,652,635 and $6,788,008 for the nine months ended December 31, 2025 and 2024, respectively. The decrease is primarily due to decreased general and administrative (“G&A”) expenses and research and development (“R&D”) expenses.

General and administrative (“G&A”) expenses were $3,557,953 and $3,685,186 for the nine months ended December 31, 2025 and 2024, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.

Sales and marketing expenses were $2,169,745 and $1,878,180 for the nine months ended December 31, 2025 and 2024, respectively. The increase in sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the sales of our Spryng® and the new PrecisePRP™ product line.

Research and development (“R&D”) expenses were $924,937 and $1,224,642 for the nine months ended December 31, 2025 and 2024, respectively. The decrease was primarily related to decreased clinical studies.

***Operating Loss***. As a result of the foregoing, our operating loss was $6,101,139 and $5,975,878 for the nine months ended December 31, 2025 and 2024, respectively. The increase in operating loss was related to the increase in sales and marketing expenses of the new PrecisePRP™ product line.

***Other Income (Expense).*** Other expense was ($1,409,162) and ($3,716) for the nine months ended December 31, 2025 and 2024, respectively. Other expense in 2025 consisted of unrealized loss on change in derivative liabilities, loss on disposal of assets, amortization of debt discount and interest expense of our convertible notes, whereby the notes were all converted on September 30, 2025. Other expense in 2024 consisted of interest expense offset by sublease rental income.

***Net Loss***. Our net loss for the nine months ended December 31, 2025 was $7,510,301 or ($0.27) per share as compared to a net loss of $5,979,594 or ($0.30) per share for the nine months ended December 31, 2024. The increase in net loss was related to the unrealized loss on change in derivative liabilities, loss on disposal of assets, amortization of debt discount and interest expense on our convertible notes. The weighted average number of shares outstanding was 28,534,080 compared to 19,786,608 for the nine months ended December 31, 2025 and 2024, respectively.

### LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2025, our current assets were $1,383,278, including $18,164 in cash and cash equivalents. In comparison, our current liabilities as of that date were $988,421 including $926,844 of accounts payable and accrued expenses. Our working capital as of December 31, 2025 was $394,857.

The Company has continued to realize losses from operations. As a result of our private placement offering with proceeds of $5,000,000 from the sale of Series B convertible preferred stock, we do not believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next twelve months. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities and proceeds from the exercise of warrants, from time to time, for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

*Net Cash Used in Operating Activities –* We used $5,294,904 of net cash in operating activities for the nine months ended December 31, 2025. This cash used in operating activities was primarily attributable to our net loss of $7,510,301 and a decrease of accounts payable and accrued expenses of $848,318, along with the increased PrecisePRP™ production and inventory ramp-up.

*Net Cash Used in Investing Activities –* During the nine months ended December 31, 2025, net cash used in investing activities was $11,800. This cash used in investing activities was primarily attributable to the purchase of equipment.

*Net Cash Provided by Financing Activities –* During the nine months ended December 31, 2025, net cash provided by financing activities of $5,073,579 consisted of proceeds of Series B preferred stock subscription receivable of $4,400,000, proceeds from the issuance of convertible debentures of $160,000 and proceeds from the exercise of warrants of $851,750.

### OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2025, and as of the date of this Quarterly Report, we do not have any 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.

### GOING CONCERN

The report of independent registered public accounting firm accompanying our December 31, 2025 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital at December 31, 2025, was $394,857. We anticipate in raising additional capital through the sale of our capital stock and proceeds from the exercise of warrants to fund our operations as our cash position on December 31, 2025 was minimal. (see Liquidity and Capital Resources above).

We have continued to realize losses from operations. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and PrecisePRP™ products and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities and proceeds from the exercise of warrants, from time to time, for the foreseeable future, to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

### CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our condensed consolidated financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

### RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to formal review of the Company’s financial management.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for the year ended March 31, 2025. The change had no impact on the Company’s financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended March 31, 2025. There was no impact on the Company’s reportable segments identified.

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.

## Controls and procedures

As filed, 3,738 characters.

### DISCLOSURE CONTROLS AND PROCEDURES

### Evaluation of Disclosure Controls and Procedures

During the quarter, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Office (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15€ and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation our CEO and CFO concluded that as of December 31, 2025, our disclosure controls and procedures were not effective due to previously disclosed material weaknesses in internal control over financial reporting. These material weaknesses, which were disclosed in Item 9A of our Annual Report on Form 10-K for the year ended March 31, 2025, relate to the design and operation of controls over the accounting for modifications of convertible notes, measurement of beneficial conversion features, warrant debt discounts, and derivative liabilities.

### Remediation

Management is in the process of implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) tightening the ICFR controls moving forward, (ii) improving existing training program associated with our accounting for convertible notes, Beneficial Conversion Features, warrant discounts and derivative liabilities, and (iii) hiring additional accounting personnel, including adding a senior accounting position with derivative accounting and warrant discount experience. We believe that these actions will remediate the material weaknesses with our internal control over financial reporting. Management plans on implementing these remedial steps during the remainder of the fiscal year. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed prior to the end of our fiscal year ending March 31, 2026.

### Changes in internal control over financial reporting.

Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on our assessment, our management concluded that as of December 31, 2025, our internal control over financial reporting was not effective.

## Risk factors

As filed, 2,175 characters.

Our business, financial condition, results of operations, and stock price could be materially and adversely affected by a U.S. federal government shutdown or a sustained period of economic disruption.

The government shutdown could impact our business in several ways, including, but not limited to the following:

- **Reduced Spending:** The shutdown may lead to reduced government activity and decreased discretionary spending, which could negatively affect the market for our products and services, particularly if the shutdown is prolonged.
- **Supply Chain Disruptions:** We may experience disruptions in our supply chain if federal agencies that are critical to the import or export of our goods are affected by the shutdown.
- **Limited Access to Capital Markets:** An extended SEC shutdown could impact our access to capital markets. While the EDGAR system remains operational, the SEC will not be able to review or accelerate registration statements during a shutdown, which could create challenges if we need to raise capital.
- **Reduced Consumer Confidence:** Uncertainty created by a government shutdown can lead to a decrease in consumer and business confidence, which could negatively impact our financial performance.
- **Impact on Economic Data:** The delay in the publication of official economic data, such as employment and inflation reports, could create market uncertainty and potentially impact Federal Reserve decisions on interest rates, which may further affect our business.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2025. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition, or operating results in the future.

Filed Feb 17, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-007150. Last ingested by Listed: Oct 24, 2026, 15:12 ET. No prices; not investment advice.