UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File Number: 000-56745

MEDICAL EXERCISE INC.

(Exact name of registrant as specified in its charter)

4051 Albert Street

Regina, SK, Canada S4S 3R6

Registrant’s Principal Executive Offices

(561) 772-3853

(Registrant’s telephone number, including area code)

7901 4th St N STE 300

St. Petersburg, FL 33702

Agent for Service

(850) 807-4500

(Agent’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of June 29, 2026, there were 13,327,000 shares of common stock, par value $0.001 issued and outstanding.

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We file annual, quarterly and current reports with the Securities and Exchange Commission (“SEC”), as well as proxy statements and other information. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. We maintain a website at www.medx.clinic

In this Annual Report on Form 10-K, the terms “we”, “our”, and “us” refer to Medical Exercise Inc.

PART I

Item 1. Business.

Corporate Restructuring and Transition to Franchising

During the fiscal year ended March 31, 2026, Medical Exercise Inc. (the "Company," "we," "us," or "our") executed a comprehensive strategic pivot from its legacy direct owner/operator clinic model to an international franchising model.

Historically, the Company owned and operated spinal care and back pain clinics—including a trial clinical operation in North Palm Beach, Florida—relying on localized operations, direct property management, and proprietary mechanical spinal strengthening technology. Following a strategic review, management identified significant scaling constraints in the legacy model, including high capital expenditure requirements, localized labor pressures, and high operational friction. Concurrently, management identified accelerating consumer demand within the global preventative health, wellness, and healthy lifespan sectors.

To maximize shareholder value and accelerate scalable growth, the Board of Directors authorized the cessation of legacy back pain clinic operations. During the fiscal year, we wound down direct clinical operations, closed the North Palm Beach trial site, and divested our clinical physical assets and treatment equipment.

Following this liquidation, the Company transitioned exclusively to an asset-light franchising model under our newly launched flagship brand, OnCore Longevity Centers ("OnCore"). This framework replaces capital-intensive corporate rollouts with a recurring revenue system driven by upfront franchise fees, ongoing technology fees, and royalties tied to franchisee gross sales.

Under this restructured framework, Medical Exercise Inc. operates strictly as an intellectual property, technology integration, and franchise support platform. We provide independent franchisees with a turnkey operational blueprint, smart-equipment ecosystems, and artificial intelligence infrastructure. This pivot allows the Company to expand its geographic footprint across North America and international markets with minimal capital requirements, superior operating margins, and a streamlined corporate cost structure.

The OnCore Longevity Mission and Brand Philosophy

The core of our restructured business model shifts the healthcare paradigm from reactive treatment to proactive prevention. While our legacy business focused on treating existing chronic back and spinal ailments, the OnCore Longevity Centers brand addresses the rapidly growing global health span market. Our corporate mission is to enhance the quality of human life by extending healthy life expectancy, combining data-driven physical conditioning with advanced lifestyle intervention systems to combat functional decline, muscle wasting (sarcopenia), and metabolic degradation.

The OnCore brand philosophy is built upon three core operational tenets:

By positioning OnCore at the intersection of preventative health, technology, and luxury hospitality, we distinguish our centers from traditional fitness clubs and clinical medical offices. The intentionally curated, premium environment fosters customer loyalty, strong subscription retention rates, and a community of clients investing in long-term health.

Our Core Demographic: The Expanding 40+ Longevity Market

The target demographic for OnCore Longevity Centers comprises individuals aged 40 and older, representing one of the global economy's most economically robust and expanding consumer segments. While the commercial fitness industry historically over-indexed on younger demographics and aesthetic outcomes, and the medical infrastructure remains reactive, OnCore captures the market vacuum between these extremes. We serve the "Proactive Aging" demographic—adults aged 40 to 70+ motivated to preserve physical autonomy, combat physiological aging, and extend health span.

Our demographic strategy is driven by three critical indicators:

By tailoring our marketing, facility architecture, and smart technologies exclusively to the 40+ market, the Company positions its franchisees to capture a loyal consumer base characterized by high customer lifetime value (LTV), low subscription churn, and spending habits historically insulated from economic downturns.

The OnCore Comprehensive 4-Pillar Model

Pillar 1: Smart Strength Training

The foundational pillar of the OnCore model is an automated exercise methodology built on principles of High-Intensity Strength Training (HIST) and safe, controlled muscle failure. Traditional exercise models carry high injury risks and tracking inefficiencies, particularly for adults over 40. OnCore eliminates these variables by anchoring its exercise framework entirely within the EGYM smart-strengthening automated ecosystem.

Pillar 1 leverages this smart ecosystem through several key protocols:

By deploying this automated framework, OnCore centers offer a premium, scientifically precise training experience that yields measurable improvements in minimal time. Concurrently, franchisees benefit from a self-correcting circuit that requires minimal floor supervision and operates with high throughput efficiency.

Pillar 2: Precision Nutrition

The second operational pillar of the OnCore model delivers hyper-personalized, data-driven dietary guidance engineered to optimize metabolic function, reduce chronic systemic inflammation, and maximize cellular energy. Traditional nutritional consulting relies on generic templates or expensive, unscalable human dietitians. OnCore removes this operational bottleneck by embedding advanced artificial intelligence directly into our system, utilizing Google Gemini AI to power our proprietary enterprise nutrition engine.

Pillar 2 leverages this enterprise artificial intelligence architecture through several core integrations:

By combining artificial intelligence with leading nutritional science, Pillar 2 provides an automated dietary support system that works in perfect synergy with our training protocols, allowing clients to fuel muscular recovery and enhance health span with clinical precision.

Pillar 3: Dynamic Assessments

The third operational pillar of the OnCore model centers on medical-grade biometric benchmarking and longitudinal health span tracking. Traditional fitness models rely on subjective self-reporting or baseline body weight, which fail to capture the nuances of cellular health, visceral danger zones, or functional decline. OnCore replaces these metrics with a tech-driven diagnostic protocol that monitors and tracks each client's internal biological progression.

Pillar 3 integrates three synchronized architectures to create a unified health intelligence profile:

By unifying the InBody 770 and the EGYM Hub ecosystem, Pillar 3 delivers an empirical framework for health optimization, giving clients visual proof of progress while routing real-time biological updates to Pillar 1 (Exercise) and Pillar 2 (Nutrition) to continually refine programming.

Pillar 4: Medical Affiliates

The fourth operational pillar establishes clinical oversight and age-optimized biomarker calibration to ensure client longevity protocols are grounded in preventative medicine. While the Company and its franchisees operate strictly on a cash-based, non-medical wellness model, true health span extension requires synchronizing lifestyle interventions with advanced clinical therapeutics. Rather than establishing costly medical infrastructure within retail facilities, the Company utilizes a scalable, digital healthcare referral architecture.

Pillar 4 provides independent franchisees with an operational blueprint to bridge client wellness metrics with institutional medical ecosystems via specialized regional partnerships:

By deploying this decentralized architecture, Medical Exercise Inc. provides its franchise network with an institutional-grade differentiator. Clients receive precise medical optimization, while the Company maintains an asset-light corporate posture insulated from direct clinical operating risks and medical malpractice liabilities.

Technology Integration Across Business Operations

AI-Driven Enterprise and Client Solutions

The defining competitive advantage of Medical Exercise Inc.’s restructured business model is the end-to-end integration of artificial intelligence and automated systems across our corporate framework and franchise locations. The Company utilizes a unified tech stack—anchored by the EGYM digital ecosystem and Google Gemini AI—to drive two synchronized vectors: micro-level client physical results and macro-level corporate operational efficiency.

1. Powering Client Results via Interoperable Data Loops

Traditional wellness models fail to achieve consistent client outcomes because exercise data, biometric metrics, and nutritional habits are siloed and managed via human guesswork. The OnCore tech stack automates this sequence through a continuous, self-correcting feedback loop:

2. Maximizing Corporate and Franchise Operational Efficiency

By transferring data analysis, content generation, and progress tracking to advanced automation, the Company transforms the economics of traditional brick-and-mortar fitness centers:

By engineering a model where artificial intelligence drives both the client's physical progression and the operator's profit margins, Medical Exercise Inc. operates a high-margin, asset-light corporate structure, replacing localized clinical unpredictability with a predictable, tech-driven franchising and software-as-a-service (SaaS) revenue model.

The Digital Ecosystem

The operational bridge linking Medical Exercise Inc.’s corporate infrastructure, individual franchise locations, and clients is a centralized, proprietary, cloud-native digital architecture. It delivers enterprise scaling, automated billing, real-time data streaming, and continuous client engagement. The public-facing foundation and data-routing nucleus of this architecture is our official corporate web platform, www.oncorelongevity.com, which acts as the digital storefront for investor relations, franchise lead acquisition, and local center operations.

Our unified digital ecosystem consists of three synchronized infrastructure components:

1. Centralized Digital Hub: www.oncorelongevity.com

This corporate portal serves as our primary operational interface, executing multiple cloud-level tasks across our business lines:

2. Integrated Client Platforms and Mobile Infrastructure

Upon joining, a client's profile transitions into our secure client mobile application, which operates as a personal biological dashboard:

3. Enterprise Revenue and SaaS Architecture

From an operational standpoint, our digital ecosystem is engineered to support a predictable, highly resilient recurring subscription framework:

By consolidating operations within this secure ecosystem, Medical Exercise Inc. maintains an asset-light, highly defensible technology layer that guarantees global brand uniformity, maximizes client lifetime value, and provides corporate management with real-time operational oversight across our international footprint.

The OnCore Franchise Opportunity & Competitive Strengths

Targeting Experienced Personal Trainers as Franchisees

A core strategic driver of Medical Exercise Inc.’s rapid market penetration is our deliberate focus on recruiting experienced, highly qualified personal trainers and fitness professionals as primary franchise partners. Traditional boutique fitness franchise systems frequently target non-industry institutional investors or speculative buyers, creating operational vulnerabilities such as high staff turnover and poor quality of care.

By targeting the embedded talent pool of seasoned fitness professionals, the Company secures a distinct competitive advantage. This strategy directly leverages massive, defined target markets in our primary expansion zones:

By converting independent trainers from these large talent pools into OnCore franchise owners, the Company establishes a distinct operational model based on several core vectors:

By positioning OnCore centers as a premium career ascension vehicle for the highest-performing segments of the roughly 520,000 combined North American fitness professionals, Medical Exercise Inc. leverages existing human capital to deploy high-quality, operationally disciplined centers at an optimized velocity and corporate cost structure.

Attractive Unit Economics: Low Initial Capital & Low Operating Costs

The commercial viability and rapid scaling potential of the OnCore model are driven by a financial architecture that optimizes two critical variables: minimizing initial capital expenditures (CapEx) through an efficient physical footprint and suppressing ongoing operating expenses (OpEx) via technology-driven automation.

1. Compressed Initial Capital Requirements & Footprint Optimization

Unlike competitor brands requiring facilities ranging from 5,000 to over 20,000 square feet, the OnCore center is engineered as a high-throughput micro-studio model:

2. Automated Lean Operations & Labor Suppression

Once operational, an OnCore center maintains a structurally insulated cost posture by removing the single highest expense item in brick-and-mortar fitness models: specialized manual labor.

3. Financial Implications and Accelerated Path to Profitability

The combination of compressed initial development costs and suppressed, low-overhead operating expenses lowers the traditional business break-even curve. Driven by minimal rent and highly limited payroll liabilities, an individual franchise center requires a low baseline client count to cover monthly operational expenses. Consequently, every subscription tier activated beyond the initial break-even point funnels directly into high net operating margins, shielding local center operations from rising labor costs and accelerating the path to profitability.

Corporate Financing Support Programs

To accelerate international market penetration and lower capital barriers for highly qualified operators—specifically experienced personal trainers who may lack large liquid reserves—Medical Exercise Inc. has established a multi-tiered corporate financing support framework. By providing structural assistance in securing capital, the Company de-risks the launch phase for franchise partners, expanding our recruitment pipeline while safeguarding network quality.

Our financing support infrastructure is deployed across three distinct capital pathways:

1. Institutional Third-Party Lending and Advisory Support

Because the OnCore model utilizes a standardized real estate footprint and pre-packaged EGYM asset sets, institutional lenders view our unit economics with high underwriting clarity.

2. Direct Franchisor Financing (Select Cases)

In highly select, strategically vital cases, Medical Exercise Inc. may extend direct credit facilities or partial franchisor financing directly to the candidate. This internal capital allocation is strictly gated and reserved for premier professionals requiring minor capital bridge optimization:

3. Strategic Implications for Network Growth

By deploying this comprehensive capital support matrix, the Company effectively insulates its franchise development pipeline from broader macroeconomic credit tightening. Facilitating, structuring, and occasionally anchoring the financing layer establishes a defensible, rapid-deployment framework that drives predictable corporate expansion, accelerates royalty-generating center openings, and builds a stable network of high-performing owner-operators.

Multi-Unit Growth Opportunities

To maximize market penetration, capture localized economies of scale, and attract sophisticated portfolio operators, Medical Exercise Inc. utilizes an institutional-grade growth architecture. Rather than executing a center-by-center expansion, the Company deploys a scalable Area Development Agreement (ADA) framework to rapidly scale the OnCore brand across North America using data-stratified territories and regional entrepreneurial partners.

1. Data-Driven Market Segmentation

Based on extensive demographic and psychographic mapping isolating high-density population nodes with strong disposable income and concentrations of our core 40+ longevity demographic, the Company has segmented the North American market into two primary operational pipelines:

2. The Area Development Manager Framework

To execute this regional rollout, the Company enters into definitive territorial contracts with qualified individuals designated as Area Development Managers (ADMs). This structure decentralizes local development. To ensure absolute operational alignment, each ADM must first become an active OnCore franchisee by personally owning and operating an initial local center. This operational foundation guarantees first-hand mastery of the EGYM automated circuit, Google Gemini AI nutrition integration, and micro-staffing unit economics before providing field support to subsequent franchisees.

3. Dynamic Revenue Sharing Architecture

ADMs are contractually responsible for marketing the OnCore concept, vetting prospective franchise applicants (targeting experienced personal trainers), and providing quality-control compliance auditing across their designated territory. In exchange for managing regional build outs and maintaining brand integrity, the Company structures a multi-tiered revenue-sharing loop:

4. Encouraging and Enabling Multi-Unit Franchisees

Beneath the Area Development layer, our system enables multi-unit ownership among individual operators. Because an individual OnCore center requires a minimized footprint (1,600 to 2,000 square feet) and operates on a streamlined micro-staffing model, managing multi-unit clusters is highly efficient. ADMs actively facilitate multi-unit pathways for top-performing trainers and local operators, allowing them to secure multi-store clusters within a territory. This structural clustering minimizes redundant administrative overhead, consolidates regional digital marketing spend via www.oncorelongevity.com, and compresses customer acquisition costs.

By unifying our 55 North American territories under experienced, aligned Area Development Managers incentivized to foster multi-unit growth, Medical Exercise Inc. positions itself for hyper-efficient, asset-light international scaling that replaces corporate capital expenditures with local entrepreneurial drive.

Optimized Real Estate Footprint

The physical infrastructure of an OnCore Longevity Center is engineered to disrupt traditional commercial fitness and medical clinic real estate models. Boutique fitness franchises frequently over-index on capital-intensive spaces ranging from 5,000 to over 20,000 square feet, introducing extreme fixed-cost exposure and high break-even thresholds, while medical clinics often occupy obscured office parks. OnCore bypasses these inefficiencies by standardizing a high-throughput, micro-studio retail model measuring strictly between 1,600 and 2,000 square feet to maximize spatial efficiency, suppress initial build-out costs, and guarantee high visibility.

Our real estate footprint governs site selection, construction, and monetization through three strategic mandates:

1. Premium High-Visibility Retail Positioning

Our site-selection criteria target high-traffic, A-grade retail strip centers, lifestyle plazas, and grocery-anchored commercial hubs. Positioning OnCore centers directly in the daily paths of our core 40+ demographic transforms the physical facility into a passive customer-acquisition tool. Continuous exposure of our premium exterior branding to affluent consumers drives organic foot traffic and reduces a franchisee's reliance on high-cost local digital advertising campaigns.

2. Elimination of Non-Revenue-Generating Square Footage

Every square inch of an OnCore facility is mathematically optimized to support client throughput and generate subscription revenue, eliminating non-monetized overhead like multi-stall locker rooms and group exercise studios:

3. Compressed Capital Expenditures and Accelerated Build-Out Cycles

Constraining our physical facility requirements to a uniform micro-studio footprint lowers financial and operational friction for franchise partners and Area Development Managers:

By establishing this disciplined retail blueprint, Medical Exercise Inc. provides its franchise network with a high-margin, asset-light real estate model, unlocking access to premium spaces unavailable to larger-format competitors and allowing the brand to establish dense, high-yield regional clusters.

Private-Pay, Cash-Based Revenue Model with Zero Insurance Administrative Burden

A foundational economic pillar of Medical Exercise Inc.’s restructured business model is our absolute rejection of traditional third-party medical reimbursement architectures. OnCore Longevity Centers operate exclusively on a private-pay, cash-based consumer subscription framework, choosing not to accept, process, or interface with private health insurance providers, managed care networks, or federal healthcare programs such as Medicare and Medicaid.

By removing third-party payers, we insulate our unit economics from the structural challenges plaguing the healthcare and rehabilitation sectors, creating a high-margin revenue model for our franchise network.

1. Complete Elimination of Insurance Administrative Friction

Operating within insurance networks requires high-cost administrative staff dedicated to medical coding, claims submissions, pre-authorizations, and appeals. OnCore eliminates this bottleneck. Because our centers operate on a straight consumer-to-business (C2B) payment structure, franchisees face zero billing friction, removing requirements for specialized billing clerks or external clearinghouses. This systemic relief is a primary driver of our micro-staffing labor model, allowing a center to maintain optimal floor operations with only one to two employees per shift, suppressing fixed payroll liabilities.

2. Elimination of Accounts Receivable Risk and Compressed Cash Cycles

Traditional insurance-facing businesses suffer from volatile cash flows, with claims frequently remaining in accounts receivable (A/R) for 60 to 120 days before liquidation. OnCore converts this framework into a predictable cash cycle. All packages—including entry-level tiers of approximately $99 per month—are billed electronically via automated clearing house (ACH) bank drafts or credit card networks through our centralized SaaS digital ecosystem. Revenue is captured upfront at the commencement of each billing period, eliminating A/R liabilities, bad-debt collection expenses, and insurance "claw backs" while providing immediate liquidity to fund local operations.

3. Autonomy of Care and Consumer-Driven Valuation

Third-party reimbursement models dictate the scope of care via arbitrary clinical guidelines and restrictive billing codes, limiting revenue potential. The OnCore model shifts control to the consumer and operator. Our subscription pricing is positioned to be competitive with traditional wellness concepts, often falling below the out-of-pocket co-payment levels required by premium insurance plans for standard clinical visits.

Because our core 40+ demographic pays out-of-pocket, they approach programming with high personal commitment. Our automated EGYM BioAge tracking metrics and Google Gemini AI nutrition plans provide empirical proof of physical progression, validating the monthly investment and driving high customer lifetime value (LTV) and low subscription churn.

By establishing this private-pay financial blueprint, Medical Exercise Inc. protects corporate royalty streams and franchise operating margins from government regulatory pricing shifts, reimbursement reductions, and inflation-driven administrative overhead, allowing the network to focus on predictable financial scaling.

Our Industry & Market Trends

The Longevity and Healthy Lifespan Economy

The global health and wellness industry is undergoing a structural paradigm shift from traditional, reactive fitness models toward an advanced macro-economy centered on longevity and healthy lifespan extension. Historically, commercial fitness targeted younger demographics focused on short-term aesthetic outcomes, while the medical system remained heavily reactive, engaging consumers only after the onset of chronic disease or physical frailty.

This divide has driven the emergence of the global longevity market. According to institutional industry data, the global longevity market is valued at approximately $29 billion and is projected to expand to $67 billion by 2035, exhibiting a compound annual growth rate (CAGR) of over 9.4% through the 2026–2035 forecast period.

This market acceleration is driven by three intersecting economic, demographic, and behavioral trends:

Medical Exercise Inc., through its OnCore Longevity Centers franchise network, is strategically positioned at the center of this macroeconomic convergence. By integrating advanced EGYM smart-strengthening circuits with background Google Gemini AI precision nutrition engines, the Company capitalizes on the global shift toward data-driven, preventative health span extension, capturing premium market share within an industry that is structurally insulated from broader economic cyclicality.

The Convergence of Smart Fitness, Bio-Stratification, and AI Nutrition

The core of OnCore Longevity Centers' value proposition is the technical synthesis of three health disciplines: automated smart fitness, algorithmic bio-stratification, and generative artificial intelligence nutrition. Historically, these verticals have been isolated, forcing consumers to manage uncommunicative applications and accept impersonalized advice.

Medical Exercise Inc. unifies these vectors into a centralized digital stack integrating EGYM smart-strengthening hardware, research-grade InBody 770 bioelectrical impedance analysis, and the Google Gemini AI enterprise engine. This interoperable framework creates a self-correcting "closed loop" health optimization platform engineered to drive biological progression for our core 40+ demographic.

1. Automated Smart Fitness Ecosystem (EGYM Hardware)

The physical entry point of our technology loop is the synchronized EGYM robotic exercise circuit, which fully automates the physical interface:

2. Algorithmic Bio-Stratification

Bio-stratification uses objective biomarkers from the EGYM Hub camera-guided mobility trackers and the InBody 770 multi-frequency BIA analyzer to sort individual clients into precise biological classifications rather than chronological age brackets:

3. Generative Artificial Intelligence Nutrition (Google Gemini AI)

The final vector translates biological classifications into daily dietary adjustments through our custom integration with Google Gemini AI, replacing traditional static templates with dynamic metabolic support:

4. Total Enterprise Synchronization

By engineering a unified continuum where smart fitness, empirical bio-stratification, and advanced generative AI operate synchronously, Medical Exercise Inc. achieves high operational and commercial efficiency. The automated technology layer drives proven health outcomes while eliminating the requirement for high-cost local labor pools like in-house nutritionists, diagnostic technicians, and constant 1-on-1 floor trainers. This complete tech convergence positions the Company to scale its high-margin franchise network rapidly across North America with optimized unit-level profitability.

Our Growth Strategy

Domestic and International Franchise Rollout Plan

To maximize shareholder value and accelerate global deployment of the OnCore Longevity Centers brand, Medical Exercise Inc. utilizes an asset-light North American and international scaling framework. The Company expands strictly through an institutional-grade Area Development Agreement (ADA) architecture. This framework shifts localized development and compliance onto regional partners while positioning the Company to collect predictable, high-margin upfront fees and long-term recurring revenue streams.

1. Demographic and Economic Market Segmentation

Our territory boundaries are structured based on regional household net worth, disposable income indices, and dense concentrations of our target 40+ longevity demographic. The North American market is split into two primary pipelines:

2. The Area Development Manager (ADA) Operational Model

The Company partners with well-capitalized entrepreneurial stakeholders designated as Area Development Managers (ADMs) to eliminate fragmented single-unit recruitment. To preserve brand integrity, technical standardization, and quality of care, every ADM is contractually required to first establish, own, and operate a local OnCore franchise center. This mandatory operational prerequisite ensures each regional manager possesses direct mastery of our core systems—specifically EGYM hardware circuits, InBody 770 diagnostic loops, and the Google Gemini AI nutrition dashboard—to serve as an institutional-grade field resource for subsequent sub-franchisees.

3. Capital Velocity via Multi-Tiered Revenue Sharing

ADMs assume localized responsibility for marketing the OnCore concept, vetting prospective franchise applicants (targeting qualified personal trainers), assisting with site selection, and conducting operational audits. In exchange for executing field management, the Company aligns their economic incentives with corporate top-line growth through a multi-tiered revenue-sharing framework:

4. Multi-Unit Optimization and Global Scalability

Beneath the master territory layer, our growth strategy enables multi-unit ownership among individual center operators. Because the standardized OnCore layout requires a compressed real estate footprint (1,600 to 2,000 square feet) and operates on an automated, low-overhead micro-staffing model, multi-unit expansion is operationally fluid.

Multi-unit operators can pool regional advertising funds to achieve local market media dominance via our centralized web architecture, www.oncorelongevity.com, share management personnel across adjacent clusters, and suppress customer acquisition costs. As North American territories mature, the Company intends to replicate this asset-light Area Development framework within targeted international jurisdictions, including Western Europe, Asia-Pacific, and Latin America, insulating its corporate balance sheet from direct real estate development liabilities.

Inaugural Canadian Flagship Launch (Regina, Saskatchewan)

To initiate our international expansion and establish a standard operational blueprint, the Company finalized its entry into the Canadian market post-fiscal year-end. On May 5, 2026, the Company executed its first definitive Franchise Agreement with Degco Fitness Ventures Ltd. ("Degco"), a specialized fitness and wellness development corporation organized under the laws of Saskatchewan, Canada.

To ensure absolute execution alignment, Degco is owned and directed by Matthew Degelman, who concurrently serves as the President of Medical Exercise Inc. This strategic insider arrangement allows the Company to tightly control initial deployment, ensuring corporate executive leadership directly manages the field crystallization of the OnCore model.

The launch sequence for our inaugural Canadian flagship incorporates several key operational and real estate milestones:

The execution of the Degco franchise agreement and the upcoming September 2026 launch in Regina represent a critical proof of concept. The unit-level economics, customer acquisition metrics, and recurring subscription retention rates generated by the Regina flagship will be used directly by our corporate team and Area Development Managers to accelerate sub-franchise lead conversion across the expanding international longevity economy.

Operational and Corporate Infrastructure

Sales and Marketing: Franchise Lead Generation and Recruitment

Following our strategic pivot away from capital-intensive, corporate-owned facilities, the Company’s primary sales pipeline centers on franchise network expansion. Our recruitment architecture targets, educates, and converts certified fitness professionals and experienced personal trainers into OnCore franchise owners. By focusing on pre-vetted industry talent rather than passive institutional investors, we reduce corporate sales friction, accelerate site deployment, and safeguard brand integrity.

The corporate franchise recruitment apparatus utilizes a multi-channel, business-to-business (B2B) digital marketing strategy to source qualified candidates:

All inbound candidates undergo a rigorous corporate vetting sequence analyzing their clinical training background, local client retention metrics, creditworthiness, and operational capabilities. Once approved by both the regional ADM and the corporate executive team, the candidate executes our standardized franchise agreement, triggering upfront fee liquidation and initiating the site-selection phase.

Sales and Marketing: Local Client Acquisition and Branding Support

To accelerate the commercial activation of new franchise units and compress the timeline to operational break-even, the Company provides its partners with a turnkey consumer marketing blueprint. This framework bridges centralized corporate digital infrastructure with localized tactical execution, assisting trainer-franchisees with consumer digital acquisition and hyper-local brand positioning.

Our consumer marketing framework operates through four core channels:

By combining digital marketing automation with high-visibility retail placement, Medical Exercise Inc. provides its network with a low-friction customer acquisition engine that drives client lifetime value (LTV), minimizes advertising waste, and ensures an uncompromised, premium global identity.

Intellectual Property and Proprietary Systems

The Company’s long-term competitive position, brand equity, and capacity for international expansion depend significantly on our proprietary technology systems, software infrastructure, operational trade secrets, and brand identifiers. Following our corporate restructuring, Medical Exercise Inc. operates primarily as an intellectual property licensing platform, providing independent franchise partners and Area Development Managers with a turn-key operational blueprint.

We protect our proprietary interests across three core asset categories through a combination of trademark filings, copyright protections, trade secret protocols, and non-disclosure contractual mandates:

1. Trademarks and Brand Identifiers

Our corporate name, stylized brand logos, color treatments, and marketing slogans are critical to establishing international brand recognition. The Company intends to file definitive trademark applications protecting the word mark "OnCore Longevity Centers" and our specific stylized geometric brand logos with federal intellectual property offices in our primary growth markets:

While these federal registrations are pending final administrative approval, the Company asserts common-law trademark protections over the OnCore brand identity and actively polices the commercial marketplace to prevent unauthorized utilization or dilution of our marks.

2. Proprietary Operational Manuals and Trade Secrets

This intellectual property is codified within our comprehensive OnCore Franchise Operations Manuals, which provide a disciplined, step-by-step framework for executing our business model:

The Company restricts access to these manuals through secure, encrypted digital franchise portals. All Area Development Managers, franchisees, and employees are contractually bound by perpetual non-disclosure covenants and restrictive non-compete clauses.

3. Digital Assets and Custom Software Integrations

Our digital ecosystem serves as the technological layer that unifies our franchise network and generates operational efficiencies:

By maintaining strict control over our intellectual property portfolio, Medical Exercise Inc. ensures global uniformity of the OnCore brand experience, shields its business model from competitive encroachment, and builds a robust, asset-light corporate balance sheet driven by proprietary intangible assets.

Competition

The global commercial markets for health, wellness, longevity science, and premium fitness are highly fragmented, intensely competitive, and subject to rapid technological and consumer shifts. Following our strategic restructuring, Medical Exercise Inc. operates at the multi-disciplinary intersection of several market sectors. We primarily compete for high-performing franchisees (specifically experienced personal trainers) and affluent consumer clients (adults aged 40 and older) across four major competitive verticals:

1. Boutique Fitness Studios and Premium Health Clubs

We compete with traditional high-end health clubs, big-box fitness networks, and specialized boutique fitness franchises (such as F45, Orangetheory Fitness, and specialized Pilates or strength concepts).

2. Emerging Longevity and Biohacking Centers

This segment includes boutique longevity lounges, wellness social clubs, and dedicated "biohacking" centers offering fragmented modalities (such as cold plunges, infrared saunas, hyperbaric oxygen chambers, and red-light therapies).

3. Traditional Anti-Aging, Hormone, and Wellness Clinics

We compete indirectly with brick-and-mortar anti-aging practices, boutique endocrinology clinics, and wellness facilities offering hormone replacement therapy (HRT) or medical weight-management solutions.

4. Digital Fitness Applications and AI Nutritional Coaching Platforms

We compete with direct-to-consumer fitness tracking applications, virtual personal training software, and standalone AI-powered dietary programs.

Our highly differentiated focus on the booming 40+ longevity market, coupled with our proprietary technological integrations and asset-light corporate structure, provides us with deep competitive advantages, positioning Medical Exercise Inc. to capture dominant, long-term institutional market share within the international health span economy.

Human Capital Resources

1. Corporate Infrastructure and Philosophy

Following the cessation of our direct clinical operations during the fiscal year ended March 31, 2026, the Company re-engineered its human capital architecture. Our legacy model required a large, capital-intensive localized labor pool of clinic managers, physical therapists, billing clerks, and administrative staff.

Under our pure-play franchising model for OnCore Longevity Centers, the Company operates with a streamlined, asset-light corporate infrastructure. Corporate workforce resources are strictly focused on high-leverage macro-operations: advancing core intellectual property, managing centralized cloud platforms (including www.oncorelongevity.com), refining automated EGYM and Google Gemini AI technology integrations, and delivering compliance and marketing support to our franchise network.

2. Workforce Demographics and Lean Execution

As of March 31, 2026, our corporate headquarters consists of specialized professionals. This lean infrastructure minimizes fixed corporate overhead while maximizing revenue throughput per employee. We scale operational capacity externally by utilizing software automation and assigning regional recruitment, training, and compliance enforcement to Area Development Managers (ADMs) across our 55 designated North American territories.

Our corporate staff is organized into four core disciplines:

3. Talent Attraction, Retention, and Franchise Alignment

Our corporate recruitment strategy focuses on attracting top-tier executive talent with backgrounds in franchise scaling, enterprise software architecture, and international brand management. We maintain a high-performance corporate culture by aligning employee compensation directly with shareholder value via milestone-driven equity plans and performance bonuses tied to network store-opening velocities.

Concurrently, we mitigate the fitness industry's chronic labor crisis through our franchise selection strategy. By targeting experienced personal trainers to become local franchise owners, we eliminate the operational risks associated with hiring entry-level gym staff. Our model empowers elite trainers to transition from hourly employees into equity-holding business owners, establishing a self-motivated network of local owner-operators incentivized to maintain brand standards and drive high-margin subscription retention without requiring corporate payroll support.

Corporate Facilities

The Company’s physical facilities strategy reflects our transition to an asset-light, pure-play franchising model. Following the liquidation of our corporate-owned clinical sites, the Company no longer owns any real property, nor do we maintain large corporate office footprints or centralized warehouses. Our operations are conducted through a streamlined network of compliance addresses, decentralized remote executive functions, and strategic cross-border spaces.

The Company’s facilities framework consists of the following locations:

1. United States Statutory Compliance Office

The Company maintains its registered statutory legal office at 7901 4th St N, STE 300, St. Petersburg, FL 33702. This facility serves as our official address for corporate registrations, statutory filings, the service of legal process, and communications with regulatory bodies like the SEC and FTC. Administrative tasks are managed via corporate service networks to ensure low-overhead maintenance of our domestic standing.

2. Canadian Operational Hub and Shared Facility Sub-Lease

To support our international rollout and establish a physical administrative anchor within our initial Canadian target market, the Company entered into a definitive commercial Sub-Lease Agreement with Degco Fitness Ventures Ltd. ("Degco"), our inaugural Canadian franchise partner.

3. Adequacy of Facilities

Management believes that our existing corporate facilities are highly optimized, operationally adequate, and sufficient to meet current administrative and regulatory requirements. As our Area Development Manager (ADM) network expands across our 55 designated North American territories, we intend to utilize similar shared-space or co-located sub-lease structures within regional flagship centers to support localized training without incurring direct, multi-decade commercial lease liabilities at the corporate level.

Regulatory and Compliance Environment

Franchise Disclosure and Relationship Regulations

As an international franchisor of the OnCore Longevity Centers brand, Medical Exercise Inc. operates in a highly regulated environment. The offer, sale, and management of franchises are subject to extensive federal, state, and provincial laws in the United States, Canada, and other international jurisdictions designed to protect purchasers and Area Development Managers through pre-sale financial disclosures. Non-compliance can result in severe civil or criminal penalties, mandatory contract rescission, monetary fines, and the freezing of our expansion pipelines.

1. United States Federal Regulation (The FTC Franchise Rule)

In the United States, our marketing and sales operations are governed by the Federal Trade Commission (FTC) Trade Regulation Rule entitled "Disclosure Requirements and Prohibitions Concerning Franchising" (16 C.F.R. Part 436):

2. United States State-Level Franchise Regulations

Beyond federal oversight, the Company must comply with state-specific franchise laws across three categories:

3. Canadian Provincial Franchise Regulations

Our international expansion into Canada - including our franchise agreement with Degco Fitness Ventures Ltd. and flagship launch in Regina, Saskatchewan - is subject to provincial legislation. Canada does not maintain a federal franchise regulatory body; individual provinces enforce statutory regimes, such as the Arthur Wishart Act (Franchise Disclosure), 2000 in Ontario, and parallel disclosure acts in Alberta, British Columbia, Manitoba, New Brunswick, and Prince Edward Island:

4. Strategic Compliance Management

To manage this multi-layered regulatory architecture without inflating corporate overhead, the Company leverages its Area Development Manager (ADM) territory layout. Our ADMs assume localized responsibility for supervising regional regulatory changes, validating sub-franchisee compliance, and filtering regional advertising through corporate guidelines. Concurrently, the Company retains specialized external franchise counsel to manage annual FDD registration updates and monitor state-level and international legal landscapes.

Consumer Health, Wellness, and AI Data Privacy Regulation

Because Medical Exercise Inc. operates a unified digital ecosystem integrating advanced robotics, biometric diagnostic scanning, and generative artificial intelligence, our corporate framework is subject to increasingly stringent data privacy and consumer protection statutes. While our pure-play franchise network operates on a private-pay, cash basis and is structurally insulated from direct medical insurance reporting liabilities, the data types we ingest, route, and analyze—including body composition metrics, physical performance data, and AI-driven lifestyle recommendations—are heavily regulated.

Our technology compliance operations are governed across two primary regulatory vectors:

1. Biometric Tracking and Consumer Health Data Regulations

The collection and longitudinal tracking of client physical metrics—via the InBody 770 Bioelectrical Impedance Analysis (BIA) scanner and the camera-guided EGYM Hub interface—subject the Company and its franchisees to overlapping biometric privacy regimes:

2. Generative Artificial Intelligence and Algorithmic Governance

Our proprietary integration of Google Gemini AI to power Pillar 2 (Precision Nutrition) places the Company under emerging state, federal, and international artificial intelligence regulatory oversight:

3. Data Architecture and Risk Mitigation Strategy

To navigate this fragmented data security environment without inflating corporate overhead, Medical Exercise Inc. enforces strict data stewardship protocols across our enterprise software layer:

By maintaining a legally sound stance on biometric tracking security and artificial intelligence data governance, Medical Exercise Inc. minimizes technological liabilities, insulates its franchise partners from data-handling penalties, and reinforces consumer trust in the OnCore brand.

Item 1A. Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Business

We have a limited operating history under our restructured asset-light franchise model, which makes it difficult to evaluate our forward performance and increases the risk of your investment.

Following a comprehensive corporate restructuring finalized during the fiscal year ended March 31, 2026, the Company ceased its legacy owner/operator back pain clinic model, rebranded its operational infrastructure to OnCore Longevity Centers, and transitioned exclusively into a pure-play, asset-light international franchising platform. While our corporate predecessor commenced clinical operations in February 2024, we have no meaningful operating history under our current commercial architecture, which relies on licensing our intellectual property to Area Development Managers (ADAs) and independent franchise partners across 55 newly segmented North American territories.

Consequently, any evaluation of our historical financial statements, clinical operational metrics, or legacy revenue streams is unrepresentative of our forward-looking corporate trajectory. Investors cannot rely on our past performance to predict future operational velocity, store-opening cadences, or royalty-generating capacity. Our long-term commercial viability must be judged solely on our ability to execute this unproven franchise model, which introduces significant execution risks, including our capacity to:

Because our new model is structurally dependent on the entrepreneurial execution, capital liquidity, and local marketing success of independent third-party operators, we cannot assure investors that our flagship launch in Regina, Saskatchewan in September 2026, or any subsequent regional openings, will achieve commercial traction or sustained subscriber retention. If our target market of affluent consumers aged 40 and older fails to adopt our private-pay, cash-based longevity programming at the scale we anticipate, or if our franchise rollout experiences systemic regulatory or construction delays, our new business model may fail.

As a result, our corporate scaling remains subject to all the financial instability, operational pivots, unpredicted expenses, and regulatory bottlenecks encountered by early-stage, unproven concepts, increasing the speculative nature of your investment and potentially resulting in the total loss of your capital.

We have a history of net losses and can give no assurance that we will achieve or sustain corporate profitability under our rebranded OnCore Longevity platform.

Since inception, we have engaged primarily in research and development, corporate restructuring, brand engineering, and the systematic design of our international franchise infrastructure. As a result, we have a history of net losses, including a significant accumulated deficit as of March 31, 2026. These historical losses were primarily driven by the high capital expenditures and heavy fixed operating costs required to maintain our legacy, owner-operated back pain clinical sites, coupled with the administrative overhead associated with managing a publicly traded entity.

While we have terminated legacy clinical operations and transitioned to an asset-light, pure-play franchising model under the OnCore Longevity Centers brand, we expect to continue to incur significant corporate expenses moving forward. Operating expenses will increase as we expand our North American footprint, enhance custom data-routing APIs, protect pending trademarks with the USPTO and CIPO, and deliver marketing support to our Area Development Managers (ADAs). As a public company listed on the OTCQB market, we will also face substantial, non-negotiable legal, auditing, and regulatory filing costs to maintain compliance with SEC and FINRA requirements.

Consequently, to achieve and sustain corporate profitability, we must generate substantial revenues from our new franchise channels. Our forward-looking financial viability is entirely dependent on the velocity and success of our territory rollouts. We must successfully obtain upfront Initial Franchise Fees across our 50 designated United States and 5 Canadian regional markets and rapidly capture high-margin, recurring monthly Royalty Payments from operational centers.

Because we are in the earliest stages of network deployment, we cannot assure you that we will ever achieve or sustain profitability. Our inaugural Canadian flagship center in Regina, Saskatchewan, is not scheduled to commence commercial operations until September 2026, meaning we will generate no active subscription royalty streams from this location until that time. Our ability to capture revenue is subject to numerous factors beyond our direct corporate control, including:

If we are unable to sell franchise territories at the rate we anticipate, or if individual franchise locations fail to retain a stable, low-churn subscriber base, our revenue will be insufficient to offset corporate overhead. A failure to achieve or maintain profitability would severely depress our corporate valuation, impair our ability to raise additional expansion capital, and could ultimately force us to cease operations, rendering your common stock worthless.

We are substantially dependent on our Area Development Managers (ADAs) to build out designated North American territories and recruit qualified sub-franchisees.

Under our asset-light corporate growth strategy, the expansion of the OnCore Longevity Centers brand across our 55 designated North American markets (50 regional territories in the United States and 5 master territories in Canada) depends heavily on the operational execution, financial capacity, and recruitment velocity of our Area Development Managers (ADAs). Rather than managing a corporate-owned pipeline of regional storefronts, we delegate localized marketing, franchise lead generation, and regulatory quality audits to these independent partners. Consequently, our corporate scaling, upfront franchise fee liquidation, and recurring royalty revenue are structurally tied to the performance of a decentralized network of third-party stakeholders.

This structural dependence introduces significant operational risks that could materially and adversely affect our financial standing:

Furthermore, because our corporate architecture contractually guarantees ADAs a substantial percentage of upfront franchise fees and a recurring monthly share of gross revenue Royalty Payments generated within their borders, any litigation or contractual dispute with a master territory manager could freeze revenue distributions and trigger severe legal expenses. If our ADAs do not successfully execute their regional build-out strategies, our corporate revenue streams will be severely restricted, forcing us to compress our international rollout plans and materially harming our shareholders' investment value.

Our future growth depends almost entirely on our ability to identify, attract, and retain experienced personal trainers as successful local franchise owner-operators.

Our corporate growth strategy is engineered around a highly specialized franchisee profile. Rather than sourcing passive institutional investors, our Area Development Agreement (ADA) framework focuses on identifying, attracting, and converting experienced, independent personal trainers and elite fitness professionals into owner-operators of our standardized OnCore Longevity Centers. Consequently, the velocity of our store-opening pipeline, the operational integrity of our facilities, and the expansion of our recurring royalty streams depend almost entirely on our capability to continuously recruit and retain this specific cohort of professionals.

This deep structural reliance on individual fitness professionals exposes the Company to unique human capital vulnerabilities and competitive risks:

If we cannot continuously identify, attract, and retain highly qualified personal trainers who possess both the operational passion and economic capacity to become successful franchise operators, our business, financial condition, and forward-looking international rollout plan will be materially and adversely affected.

We face intense competition from boutique fitness chains, emerging longevity centers, medical anti-aging clinics, and direct-to-consumer health and nutrition software applications.

The global market for health, wellness, and healthy lifespan optimization is highly fragmented, intensely competitive, and characterized by rapid technological advancement and shifting consumer preferences. As the global longevity macro-economy expands toward an estimated $67 billion by 2035, we face aggressive competition across multiple distinct business verticals. Our OnCore Longevity Centers franchise network operates at the cross-disciplinary intersection of boutique fitness, clinical anti-aging, and consumer digital health markets, competing for both high-performing franchise partners (experienced personal trainers) and affluent consumer clients (adults aged 40 and older).

Our primary competitive threats are distributed across four key market segments, each presenting unique challenges to our market share and corporate growth velocity:

Our capability to generate market dominance depends on our capacity to continuously prove that our integrated 4-Pillar Model delivers superior, data-backed biological outcomes (validated via our multi-vector EGYM BioAge interface) than those offered by fragmented fitness or digital competitors. If we fail to successfully counter these multi-layered competitive forces, our franchise network expansion will stagnate, our recurring royalty streams will diminish, and our corporate standing will be materially and adversely harmed.

We may require additional capital to fund our corporate infrastructure, technology development, and international brand marketing, which capital may not be available on favorable terms, or at all.

To support our restructured pure-play franchising strategy, execute our international rollout, and maintain our public reporting infrastructure, the Company may require capital injections exceeding our current cash reserves. While our asset-light model shifts local center capital expenditures onto our Area Development Managers (ADAs) and sub-franchisees, our corporate framework still demands substantial, front-loaded operational expenditures. We anticipate corporate cash burn will persist as we scale core capabilities, including:

We intend to fund operations primarily through upfront Initial Franchise Fees and ongoing recurring gross revenue Royalty Payments. However, because we are in the earliest stages of network deployment - with our inaugural Canadian flagship center in Regina, Saskatchewan, not scheduled to initiate commercial onboarding until September 2026 - short-term organic revenue may be insufficient to offset centralized costs, necessitating external financing.

We cannot assure you that financing will be available when needed on acceptable terms, or at all. The capital markets for early-stage micro-cap companies are subject to extreme volatility and changing interest rate environments. If we raise funds through issuing common stock or convertible preferred equity, existing shareholders will experience immediate dilution, and new securities could possess rights senior to our common stock. Conversely, if we incur debt financing, we will face fixed repayment schedules, interest expenses, and restrictive covenants that could limit management agility or require us to grant senior security liens over our core intellectual property and software code.

If we are unable to obtain adequate capital reserves, we will be forced to restrict, delay, or halt our domestic and international franchise rollout. We might also be required to reduce local marketing support, defer AI database optimizations, or fail to maintain compliance filings with the SEC and FINRA, which would cripple our competitive positioning and have an immediate material adverse effect on your investment.

Our business strategy relies on a strict private-pay, cash-based consumer subscription framework, and any shift in consumer willingness to pay out-of-pocket for health span optimization could materially harm our revenue.

A core operational component of the OnCore Longevity Centers model is our absolute isolation from third-party medical insurance networks, government healthcare programs, and employer-sponsored wellness benefits. Our franchise locations operate strictly on a private-pay, cash-based recurring consumer subscription framework. While this structural choice insulates our corporate balance sheet and individual franchise units from the administrative burdens and delayed accounts receivable collections associated with insurance models, it simultaneously exposes our revenue pipeline to direct fluctuations in consumer discretionary spending and shifting behavioral definitions of healthcare.

Because our clients must pay for their longevity subscriptions entirely out-of-pocket, our commercial traction depends completely on the consumer's willingness to prioritize preventative wellness, safe physical conditioning, and automated nutritional mapping within their household budgets. Our target consumer segment consists of affluent adults aged 40 and older who possess considerable discretionary capital. However, preventative longevity programming - such as our integrated 4-Pillar Model - is frequently perceived by consumers as a non-essential, premium lifestyle service rather than a non-discretionary medical necessity, introducing critical revenue vulnerabilities:

If macroeconomic pressures or changing consumer health trends reduce the willingness of adults over 40 to fund preventative longevity programming out-of-pocket, local unit economics will deteriorate, franchise territory expansion will stall, and our corporate financial condition will be materially and adversely harmed.

We rely completely on third-party technology providers and infrastructure - specifically EGYM smart circuits and Google Gemini AI systems - and any technical disruption, pricing adjustments, or termination of these integrations would severely cripple our operations.

A foundational element of our pure-play, asset-light franchising platform is our deep operational reliance on advanced, third-party technology infrastructure. Rather than developing proprietary heavy machinery or training foundational large language models (LLMs) in-house, the Company has built its OnCore Longevity Centers model on top of enterprise solutions provided by third-party technology partners. Specifically, our physical locations are built around fully automated EGYM smart-strengthening hardware circuits, and our Pillar 2 (Precision Nutrition) platform utilizes custom data-routing APIs linked directly to the Google Gemini AI ecosystem.

This complete structural dependence on third-party technology providers exposes the Company, its Area Development Managers (ADAs), and its franchise partners to severe single-point-of-failure vulnerabilities, data tracking risks, and commercial liabilities entirely outside of our direct corporate control:

Furthermore, any public technological failure, data protection lapse, or regulatory enforcement action targeting either EGYM or Google would cast direct consumer suspicion over our network's integrity, driving brand degradation. Because we rely completely on these external tech frameworks to run our 4-Pillar Model, any structural breakdown, cost escalation, or contract disruption involving these key vendors would immediately cripple our day-to-day operations, dry up our franchise royalty streams, and destroy our core corporate valuation.

We collect, store, and process sensitive client biometric and physical metrics, exposing us to stringent, rapidly evolving data privacy laws and potential cybersecurity liabilities.

Our technology platform and international franchise network are structurally dependent on the continuous ingestion, transmission, and longitudinal analysis of highly sensitive personal and biological data. To deliver our 4-Pillar Model and verify biological improvements, our centers capture body composition metrics via the InBody 770 Bioelectrical Impedance Analysis (BIA) scanner, while our camera-guided EGYM Hub physical interfaces execute skeletal alignment and musculoskeletal mobility scans, streaming raw physiological markers directly into our cloud servers to compute clients' multi-vector EGYM BioAge scores.

The collection, processing, and retention of these biological data vectors subject the Company, its Area Development Managers (ADAs), and its franchise operators to complex, overlapping data privacy frameworks. Non-compliance carries severe legal risks and financial liabilities:

Our multi-state and cross-border expansion into Canada exposes the Company to highly complex, variable, and strictly enforced federal, state, and provincial franchise disclosure and relationship laws.

As an international franchisor expanding the OnCore Longevity Centers footprint across 55 segmented North American markets (50 regional territories in the United States and 5 master territories in Canada), the Company operates within an intricate, heavily policed regulatory matrix. The marketing, offer, sale, and relationship management of our territory developments are strictly governed by overlapping legislative bodies, introducing distinct legal vulnerabilities that could restrict our expansion or drain working capital:

Because our first international training hub and shared facility sub-lease are located at 4057 Albert Street in Regina, Saskatchewan, any compliance failure or documentation delay under the newly enacted Saskatchewan framework could trigger immediate local rescission actions, freeze our Canadian master territory rollout, and inflict severe, unbudgeted financial losses that would devalue our public stock.

Our success is significantly dependent on the continuous service and performance of our executive officers, core management team, and key developers, the loss of whom could disrupt corporate scaling.

The execution of our asset-light franchise business model, the preservation of our core intellectual property, and the international commercial rollout of OnCore Longevity Centers across our 55 designated North American territories depend significantly on the continuous service, strategic vision, and technical expertise of our executive officers, core management team, and key developers. Because we operate an intensely streamlined corporate infrastructure designed to suppress fixed payroll liabilities, we do not maintain a deep bench of redundant management personnel or administrative layers. Each core team member possesses highly specialized, non-fungible institutional knowledge critical to our day-to-day operations and public company compliance on the OTCQB market.

Our operational dependence on this lean team introduces critical personnel risks:

If we are unable to continuously retain our lean executive leadership and core development teams - if we fail to seamlessly attract high-performing replacements - our corporate scaling will stall. Any internal management instability or key developer defection will directly disrupt our territory rollout schedule, weaken our public corporate governance framework, and cause a severe material adverse effect on our financial condition and the ultimate value of our common stock.

Our Directors, Officers, and Principal Shareholders control a majority of our common stock, which will severely limit independent investors' ability to influence corporate governance or matters requiring shareholder approval.

The Company’s corporate voting power is heavily concentrated among our executive officers, directors, and principal founding shareholders. This concentrated ownership structure means that a small, cohesive group of internal stakeholders possesses the definitive voting capacity to dictate all corporate actions requiring shareholder validation, entirely independent of our minority or public investors. This concentration of equity ownership creates substantial governance risks and alignment vulnerabilities for outside investors purchasing our common stock on the OTCQB market:

Consequently, because of this centralized voting structure, you will have little to no active voice in the management, governance, or long-term operational execution of the Company. This dynamic significantly reduces the market's perceived liquidity and value of our equity, increases the price volatility of our public float, and could depress our trading valuation, exposing independent investors to a heightened risk of capital loss.

We retain the authority to issue additional common and preferred shares, which may cause immediate or future dilution to the purchasers of our common stock on the OTCQB market.

Under our articles of incorporation and corporate bylaws, our Board of Directors retains the unilateral authority to issue additional tranches of common stock, as well as classes of preferred stock, without requiring the prior consent or approval of our public shareholders. Because our pure-play franchising platform under the OnCore Longevity Centers brand is in its early commercial rollout phase, we expect to frequently evaluate strategic equity capital raises to support our corporate infrastructure, finance international marketing, and fund software integrations. The execution of this financing strategy exposes purchasers of our common stock on the OTCQB market to several critical dilution risks:

If we issue additional equity securities to fund our operations, clear state-level Franchise Disclosure Document (FDD) filings, or optimize our background Google Gemini AI middleware platforms, your percentage ownership will be systematically diluted, your voting influence will be marginalized, and the market price of our common stock could suffer severe depreciation.

We operate a lean corporate infrastructure and do not maintain extensive insurance or asset reserves to cover unexpected operational liabilities, legal rescission demands, or uninsured network losses.

To protect working capital and suppress fixed administrative overhead, the Company maintains an exceptionally lean corporate infrastructure. We do not maintain extensive corporate balance sheet reserves, nor do we carry high-limit, comprehensive commercial insurance packages across every conceivable operational vulnerability. While this asset-light framework aligns with our strategic transition to a pure-play franchising model under the OnCore Longevity Centers brand, it leaves our corporate entity deeply exposed to unbudgeted financial shocks that could outpace our liquid assets, creating several critical vulnerabilities:

Any catastrophic unreserved liability, successful legal rescission claim, or uninsured network loss would paralyze our day-to-day operations. Because our corporate model lacks institutional asset padding, a single major adverse legal judgment or technical data catastrophe would force us to radically alter our business strategy, delay our North American territory expansion, or completely suspend operations, rendering your common stock worthless.

Risks Related to the Industry

The premium longevity, health span extension, and preventative wellness industry is highly fragmented, early-stage, and subject to volatile shifts in consumer perception.

The global market for premium longevity, healthy aging, and preventative wellness services is experiencing a significant structural shift. As the broader longevity and preventive wellness market expands toward an estimated $2.25 trillion by 2035, the industry remains highly fragmented, commercially unproven at a systemic scale, and characterized by a lack of standardized operational benchmarks. Unlike traditional consolidated health and fitness verticals, the consumer longevity economy consists of an unorganized mix of boutique fitness clubs, passive biohacking lounges, clinical anti-aging practices, and direct-to-consumer software-as-a-service (SaaS) applications. This fragmentation intensifies the competition for market share and exposes our OnCore Longevity Centers franchise model to volatile macro-level dynamics.

Because this ecosystem is early stage, it is deeply vulnerable to rapid, unpredictable fluctuations in consumer perception, sentiment, and behavioral trends:

Because we operate an asset-light franchising infrastructure that licenses intellectual property across 55 designated North American territories, our forward revenue velocity depends on establishing the OnCore brand as a trusted authority within this fragmented marketplace. If the public perceives the premium longevity sector as an unsafe or short-lived consumer fad, or if independent personal trainers choose to align with alternative health trends, our capability to liquidate upfront Initial Franchise Fees will contract, our master territory rollouts will stall, and our corporate condition will be materially and adversely harmed.

The preventative health and physical conditioning markets are heavily susceptible to macroeconomic contractions, inflation, and unpredictable shifts in consumer discretionary spending.

Our business architecture relies on the continuous inflow of premium, out-of-pocket consumer spending. Because OnCore Longevity Centers operate entirely outside traditional health insurance networks, our master territory rollouts and local franchise cash flows are inherently tied to the financial health and confidence of our target demographic. While health and longevity spending has increasingly transitioned into an essential expenditure for affluent demographics, preventative services still occupy a highly sensitive layer of household discretionary budgets, introducing several critical vulnerabilities to our international franchise network:

Our capability to achieve sustained corporate scaling depends completely on our network’s ability to continually demonstrate that our preventative high-intensity strength training (HIST) and automated Google Gemini AI nutritional mapping provide measurable biological value - such as dropping an individual’s EGYM BioAge score - that consumers refuse to cut from their budgets. If widespread macroeconomic contractions or persistent cost-of-living pressures force our core 40+ demographic to reduce their out-of-pocket wellness allocations, our network development will stagnate, unit-level profitability will drop, and our shareholders' equity value will be materially and adversely harmed.

We operate in an intensely competitive landscape across multiple wellness sectors, and the rapid rise of low-barrier digital health options could diminish our market share.

The commercial marketplace for health optimization, premium strength conditioning, and personalized wellness is exceptionally crowded, aggressive, and undergoing constant structural transformation. As our OnCore Longevity Centers international network deploys its asset-light franchise infrastructure across 55 North American territories, we compete directly against large, entrenched corporate operators and well-capitalized digital technology ecosystems. Our business profile spans multiple highly competitive verticals - including the boutique fitness industry (projected to reach $26.2 billion), the specialty longevity studio sector, and the global mobile health (mHealth) apps market (estimated at $45.14 billion in 2026 - subjecting our long-term market share to distinct competitive pressures:

If we cannot continuously prove that our integrated 4-Pillar Model delivers superior biological reversals—quantified through our automated EGYM BioAge tracking interface—the brand's premium defensibility will erode. A failure to insulate our network from these competitive pressures will depress store-level economics, cause independent personal trainers to reject our sub-franchise offerings, and lead to an immediate, material adverse effect on our corporate expansion and stock valuation.

The rapid evolution and consumer adoption of metabolic weight-loss pharmaceuticals and GLP-1 therapies could radically disrupt traditional fitness and lifestyle spending priorities.

The health, wellness, and body conditioning industries are experiencing a profound structural disruption driven by the unprecedented medical adoption and societal integration of modern metabolic weight-optimization medications, specifically glucagon-like peptide-1 (GLP-1) receptor agonists and dual-acting therapies (such as semaglutide and tirzepatide). With national clinical data indicating that millions of North American adults are utilizing these therapies, consumer spending dynamics are shifting away from traditional lifestyle interventions toward clinical management, exposing our OnCore Longevity Centers franchise network to highly unpredictable spending re-allocations and unique competitive pressures:

Our long-term commercial defensibility relies completely on our network's capacity to prove - via our multi-vector EGYM BioAge tracking interface and InBody 770 diagnostic arrays - that physical musculoskeletal preservation provides non-fungible functional longevity outcomes that no pharmaceutical agent can replicate. If consumer bias increasingly favors purely medicinal management, or if our Area Development Managers (ADAs) fail to establish clinical referral pathways with regional telehealth platforms, our franchise territory sales velocity will drop, store-level profit margins will contract, and our shareholders' capital will be heavily devalued.

The health span and wellness industry is facing a highly aggressive, rapidly expanding wave of state, federal, and provincial data privacy legislation targeting consumer biometric and physical tracking metrics.

To deliver our data-backed 4-Pillar Model, the OnCore Longevity Centers franchise network relies on the continuous ingestion of sensitive physical data vectors, including multi-frequency lean mass parameters from the InBody 770 diagnostic array and skeletal tracking metrics processed by the camera-guided EGYM Hub to compute clients' multi-vector EGYM BioAge scores. Because our technology infrastructure handles non-anonymizable physiological datasets, the Company operates at the center of an aggressive regulatory expansion, introducing substantial statutory liabilities for operators in the wellness industry:

If our Area Development Managers (ADAs) fail to strictly enforce data-handling protocols, or if our backend technology layer suffers a leak, the Company faces direct statutory liability. Given our lean corporate architecture and total absence of multi-million-dollar cyber liability reserves, an adverse data privacy judgment would dry up franchise fee revenues, disrupt our international pipeline, and severely damage our trading value.

The deployment of generative artificial intelligence and algorithmic models within consumer nutrition and wellness coaching is subject to intensifying, unproven regulatory oversight and liability.

Our proprietary technology layer relies heavily on advanced generative artificial intelligence (AI) and cloud-based data integration. Under our Pillar 2 (Precision Nutrition) framework, the Company does not maintain a high-overhead staff of credentialed clinical dietitians. Instead, our software platform utilizes custom developer APIs linked to the Google Gemini AI ecosystem to dynamically synthesize hyper-personalized menu configurations, habit tracking, and grocery lists for subscribers. Because our applications ingest biometric measurements directly from our physical InBody 770 diagnostic arrays to formulate these automated nutritional outputs, we operate at the center of an intensely monitored, fast-evolving regulatory landscape. Federal, state, and provincial authorities are implementing rigid compliance guidelines governing automated decision-making and AI-generated wellness advice, exposing the Company to complex and untested product liability frameworks:

If we are forced to scale back, modify, or completely terminate our automated Google Gemini AI nutrition loops due to regulatory crackdowns, software failures, or changing liability laws, the value proposition of our 4-Pillar Model would be compromised. Any disruption to our centralized technology layer would reduce sub-franchise recruitment velocity, lower client retention across our Area Development Manager (ADA) networks and cause a severe material adverse effect on our business operations and our traded stock value.

Unfavorable publicity, unscientific industry claims, or high-profile safety incidents regarding high-intensity strength training or automated resistance circuits could damage our brand reputation.

The commercial execution of our franchise platform depends on the public safety perception and market authority of the OnCore Longevity Centers brand. Our physical centers feature specialized, robotic motor-loaded EGYM smart-strengthening circuits to deliver localized High-Intensity Strength Training (HIST) protocols tailored for adults aged 40 and older. Because we market our system as a premium, science-backed preventative health solution capable of safely optimizing musculoskeletal profiles, our forward rollout velocity is highly sensitive to shifts in public trust and consumer safety trends. This introduces unique operational and public relations vulnerabilities:

If we cannot continuously preserve our brand reputation as a safe, scientifically rigorous leader within the health span optimization market, our target 40+ demographic will migrate to traditional or digital competitors. Any widespread erosion of consumer trust will depress local store-level subscription volumes, degrade the market value of our master territory packages, and cause a severe material adverse effect on our financial condition and our public trading valuation.

The preventative wellness industry operates under continuous exposure to evolving occupational licensing, personal training certifications, and non-medical health designation regulations.

The execution of our asset-light franchise model relies on the talent pipeline of our independent operators, who are predominantly experienced personal trainers and exercise physiologists. These practitioners interact directly with clients to oversee our specialized High-Intensity Strength Training (HIST) protocols, manage EGYM robotic resistance configurations, and guide clients through our 4-Pillar Model. Because our physical centers focus on muscle retention and health span extension for adults aged 40 and older, our operational compliance is vulnerable to changes in local, state, federal, and provincial laws governing occupational licensing and professional fitness credentials, introducing several critical risks:

Our capability to maintain a high-growth franchise profile depends on the seamless acquisition of qualified personal training professionals across all active regions. If changing occupational licensing laws restrict trainers from operating our automated machinery, or if the cost of keeping local center staff compliant scales excessively, unit-level profitability will drop, causing prospective operators to reject our territory offerings and freezing our master expansion pipeline.

Risks Associated with Our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to apply to have our common stock quoted on the OTC Markets OTCQB. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Markets OTCQB or, if traded, that a public market will materialize. If our common stock is not quoted on the OTC Markets OTCQB or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of heir investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time-to-time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit the development of a liquid public market for our stock and may limit a stockholder’s ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we develop a public market for our shares, our shares would be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. These additional requirements may have the effect of limiting the development of a public trading market, reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect our ability to develop a public trading market for our shares and may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and may limit the marketability of our common stock.

FINRA Rule 2111 suitability requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted Rule 2111 that require that in recommending an investment to a customer, a broker-dealer must have a reasonable basis for believing that the investment is suitable for that customer.

Legal and Regulatory Risks

We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable information and personal health information, and failure to comply with those laws, whether or not inadvertent, could subject us to legal actions and could materially adversely affect our business, financial condition and results of operations.

Our digital platforms will receive, process, transmit and store personal health information relating to identifiable individuals. Consumer demand for personalized experiences, through mobile applications, and our strategy to focus on digital health solutions for our products may increase the volume of identifiable individual information we receive on our platforms and through our products. We will also receive, process, transmit and store information relating to identifiable individuals in our capacity as an employer. As a result, we may be subject to United States (both federal and state) and foreign jurisdiction laws and regulations designed to protect both individually identifiable information and personal health information, including HIPAA and its regulations, and the GDPR. The GDPR includes, and a growing number of legislative and regulatory bodies elsewhere in the world have adopted, consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. These breach notification laws continue to evolve and include jurisdiction-specific obligations. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises personal data.

These and other related laws have been subject to frequent changes, and new legislation in this area may be enacted at any time. Changes to existing laws, introduction of new laws in this area or failure to comply with existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines and/or criminal prosecution, unfavourable publicity, restrictions on our ability to obtain and process information and allegations by our customers and consumers that we have not performed our contractual obligations, any of which could materially adversely affect our business, financial condition and results of operations.

Trademark infringement, patent infringement or other intellectual property claims relating to our products could increase our costs.

Our industry is susceptible to litigation regarding trademark and patent infringement and other intellectual property rights. We could become a plaintiff or defendant in litigation involving trademark or patent infringement claims. The prosecution or defense of intellectual property litigation is both costly and disruptive of the time and resources of our management, regardless of the claim’s merit. We could also be required to pay substantial damages or settlement costs to resolve intellectual property litigation or related matters.

We may not be able to successfully acquire intellectual property rights, protect existing rights, or potentially prevent others from claiming that we have violated their proprietary rights. We could incur substantial costs in defending against such claims even if they are without basis, and we could become subject to judgments or settlements requiring us to pay substantial damages, royalties or other charges.

We could be subject to periodic litigation, product liability risk and other regulatory proceedings, which could result in unexpected expense of time and resources.

From time to time, we may be a defendant in lawsuits and regulatory actions relating to our business or the former operations. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavourable outcome could have a material adverse effect on our business, financial condition and results of operations. In addition, any significant litigation in the future, regardless of its merits, could divert management’s attention from our operations and may result in substantial legal costs

Our business is exposed to potential false advertising and other related claims, which could adversely affect our financial condition and performance.

The nature of our business involves a risk of exposure under U.S. (both federal and state) laws and regulations related to false advertising. A false advertising claim or related judgment against us could result in substantial and unexpected expenditures, affect consumer or customer confidence in our products and services, and divert management’s time and attention from other responsibilities. Although we intend to maintain product and general liability insurance, there can be no assurance that the type or level of coverage we have is adequate (or will apply to the claim at hand) or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A false advertising or other judgment against us and related negative publicity could have a material adverse effect on our reputation, results of operations and financial condition.

Government regulatory actions could disrupt our marketing efforts and product sales.

U.S. federal, state and local governmental authorities, including the Federal Trade Commission, the Consumer Product Safety Commission, and the Consumer Financial Protection Bureau, regulate our product and marketing efforts. Our revenue and profitability could be significantly harmed if any of these authorities commence a regulatory enforcement action that interrupts our marketing efforts, results in a product recall or negative publicity, or requires changes in product design or marketing materials.

Failure or inability to protect our intellectual property could significantly harm our competitive position.

Protecting our intellectual property is and will be an essential factor in maintaining our competitive position in the wellness and health span industry. Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness. We will rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. Many factors bear upon the exclusive ownership and right to exploit intellectual properties, including, without limitation, prior rights of third parties and non-use and/or nonenforcement by us and/or related entities. While we make efforts to develop and protect our intellectual property, the validity, enforceability and commercial value of our intellectual property rights may be reduced or eliminated. We cannot be sure that our intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that we will not be able to obtain and perfect our own intellectual property rights or, where appropriate, license intellectual property rights necessary to compete successfully within the marketplace for our products. We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future. If we do not, or are unable to, adequately protect our intellectual property, then we may face difficulty in differentiating our products from those of our competitors and our business, operating results and financial condition may be adversely affected.

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern.

Our auditor’s report on our financial statements includes an explanatory paragraph that substantial doubt exists as to whether we can continue as an ongoing business. Since our Officers may be unwilling or unable to loan or advance additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this annual report, we may be required to suspend or cease the implementation of our business plans. You may be investing in a Company that will not have the funds necessary to continue to deploy its business strategies. See “Audited Financial Statements – Report of Independent Registered Accounting Firm.”

As the Company has substantial doubt as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.

We are a development stage company. the company anticipates operating expenses will increase, and we may never achieve profitability.

The Company anticipates increases in its operating expenses, without realizing increased revenues. Within the next 12 months, these increases in expenses will be attributed to the cost of (i) start-up costs, (ii) website development, (iii) advertising, (iv) legal and accounting fees at various stages of operation, (v) hiring employees.

In funding its planned expansion as well as the design and development of its website and marketing program, the Company will incur significant financial losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our marketing program will be successful or that we will be able to grow the business of Medical Exercise Inc. If we are unable to address these risks, there is a high probability that our business will fail, which will result in the loss of your entire investment.

Failure to raise additional capital to fund future operations could harm our business and results of operations.

Our current operating funds are not adequate for corporate existence over the next twelve months. We will require significant capital over the next twelve months, for the implementation of our marketing program. If we are not successful in maintaining and growing the business, we may require additional financing to sustain business operations. The Company’s cash balance as of March 31, 2025, and March 31, 2026, was $450 and $43,449 respectively. We will require additional financing in order to maintain its corporate existence and to implement our business plans and strategy. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operations and upon its financial conditions.

Item 1B. Unresolved Staff Comments.

None. 

Item 1C. Cybersecurity

Item 2. Properties.

We do not own any real estate or other properties. The Company’s principal executive offices are located at 4057 Albert Street, Regina, Saskatchewan, Canada, S4S 3R8 and our registered office is located at 7901 4th St N, Suite 300, St. Petersburg, Florida, 33702. Our telephone number is (561) 772-3853.

Item 3. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our Directors, Officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of June 29, 2026, the Company had sixty-three (63) active shareholders of record. The company has not paid cash dividends and has no outstanding options.

Item 6. [Reserved]

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the “Summary Statements of Operations Data” and our financial statements and the notes to those statements appearing elsewhere in this annual report. This discussion and analysis contains forward-looking statements reflecting our management’s current expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to several factors, including those discussed below and elsewhere in this annual report particularly on page 28 entitled “Risk Factors”.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Going Concern

We have financed operations primarily through the sale of equity securities and short-term debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity or debt securities. We continue to incur negative cash flows from operating activities and net losses. We had minimal cash, negative working capital, and negative total equity as at March 31, 2026. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty.

For us to eliminate substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities and obtain the necessary debt or equity funding to meet our projected capital investment requirements. Our management’s plans with respect to this uncertainty consist of raising additional capital by issuing debt or equity securities and increasing the sales of our products and services. There can be no assurance, however, that we will be able to raise sufficient additional capital or that revenues will increase rapidly enough to offset operating losses. If we are unable to increase revenues or obtain additional financing, we will be unable to continue the development of our products and services and may have to cease operations.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus.

Year Ended March 31, 2026 and 2025.

Revenues for the year ended March 31, 2026 and 2025 was $0 and $1,294, respectively, a decrease of $1,294, or 100%. The decrease in revenues in the current year resulted due to our decision to terminate our operating lease effective June 30, 2024.

Cost of revenues for the year ended March 31, 2026 and 2025 was $0 and $445, respectively, a decrease of $445, or 100%. The decrease in cost of revenues in the current year resulted due to our decision to terminate our operating lease effective June 30, 2024.

Compensation expense for the year ended March 31, 2026 and 2025 was $20,000 and $133,574, respectively, a decrease of $113,574, or 85%. Compensation expense decreased in the current year primarily due to no stock-based compensation being recognized for employees whereas the comparable period included $100,000 of stock-based compensation to the Company’s Chief Executive Officer as well as the elimination of wages to employees in the current year that resulted from our decision to terminate our operating lease effective June 30, 2024.

Advertising expense for the year ended March 31, 2026 and 2025 was $1,209 and $7,087, respectively, a decrease of $5,878, or 83%. Advertising expense decreased in the current year due to our decision to terminate our operating lease effective June 30, 2024.

Depreciation and amortization expense for the year ended March 31, 2026 and 2025 was $8,735 and $11,492, respectively, a decrease of $2,757, or 24%. Depreciation decreased in the current year primarily due to the sale of property and equipment in July 2025 and March 2026.

Impairment of property and equipment expense for the year ended March 31, 2026 and 2025 was $0 and $3,799, respectively, a decrease of $3,799, or 100%. No impairment was recognized in the current year whereas the comparable period included an impairment of property and equipment in June 2024.

Selling, general and administrative expenses for the year ended March 31, 2026 and 2025 was $192,419 and $176,271, respectively, an increase of $16,148, or 9%. Selling, general and administrative expenses increased in the current year primarily due to increased professional fees.

The net loss for the year ended March 31, 2026 and 2025 was ($226,708) and ($330,985), respectively, a decrease in the net loss of $104,277, or 32%. The net loss for the current year decreased primarily due to lower compensation expense, partially offset by higher professional fees. 

Capital Resources and Liquidity

Net cash used in operating activities for the year ended March 31, 2026 and 2025 was $194,751 and $191,027, respectively, an increase of $3,724, and resulted primarily from a decrease in share-based compensation expense of $98,000 and a decrease in accounts payable and accrued expenses of $16,612, partially offset by a decrease in the net loss of $104,277.

Net cash provided by (used in) investing activities for the year ended March 31, 2026 and 2025 was $33,849 and ($5,685), respectively, a change of $39,534, and resulted from an increase in proceeds from the sale of property and equipment of $32,906 and decreases in purchases of property and equipment of $3,869 and intangible assets of $2,759.

Net cash provided by financing activities for the year ended March 31, 2026 and 2025 was $203,901 and $186,505, respectively, an increase of $17,396, and resulted primarily from an increase in proceeds from the sale of common shares of $93,000, partially offset by a decrease in net advances received from the Company’s directors of $65,121 and repayments of advances of $9,983 to the Chief Executive Officer.

As of March 31, 2026, we had $43,449 in cash and $244,837 in current liabilities resulting in a working capital deficit of $201,388

Off Balance Sheet Arrangements

None

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Long-Lived Assets

The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Stock-Based Compensation Expense

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in substance, multiple awards.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide information required by this Item.

Item 8. Financial Statements and Supplementary Data.

See financial statements included in Item 15 “Exhibits, Financial Statement Schedules” of this annual report. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Our independent registered public accounting firm is Salberg & Company, P.A. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.

Item 9A. Controls and Procedures.

Within 90 days prior to the end of the period covered by this report the registrant carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This evaluation was done under the supervision and with the participation of registrants President and Principal Financial Officer. Based on that Evaluation he concluded that the registrant’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act due to the material weaknesses disclosed below.

There were no significant changes in the registrant’s disclosure control and procedure, in factors that could significantly affect those controls and procedures since their most recent evaluation.

Item 9A(T). Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

As of March 31, 2026, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2026, and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no significant changes in our internal controls over financial reporting that occurred during the year ended March 31, 2026, that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.

Item 9B. Other Information.

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons.

All Directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The Officers of our company are appointed by our board of Directors and hold office until their death, resignation or removal from office. Our Directors and executive Officers, their ages, positions held, and duration as such, are as follows:

Business Experience

The following is a brief account of the education and business experience of each Director and Executive Officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which her was employed.

Matthew Degelman President, Secretary, Treasurer and Director

Mr. Degelman, 30, has been our President and a Director since inception of the corporation in 2023. From 2022 to 2023, Mr. Degelman was President and Director of MedX Fit Tech Inc. From 2014 to 2020, Mr. Degelman held various management positions at Degelman Industries in Regina, Canada.

Mr. Degelman holds a Bachelor of Administration degree from the University of Regina, Canada.

Max Lemos Vice President and Director

Mr. Lemos, 51, has been our Vice President since the inception of the corporation and a Director since May 2024. From 2005 to 2022, Mr. Lemos was Development Agent for Subway in Brazil. From 2023 to present, Mr. Lemos is a Subway Clinic multi-unit operator in the State of Rio de Janeiro, Brazil. From 2000 to 2003, Mr. Lemos was a Project Manager for a leading commercial construction company in Brazil.

Mr. Lemos holds a Bachelor of Science degree in Architecture and a Bachelor of Urban Planning degree from the University of Santa Ursula in Rio de Janeiro, Brazil.

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of Directors acts as our audit committee.

Item 11. Executive Compensation.

Medical Exercise Inc. has made no provisions for paying cash or non-cash compensation to either of its two Officers and Directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named Executive Officers and Directors for all services rendered in all capacities to us for their appointment for the period ended March 31, 2026.

There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our Officers and Directors other than as described herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information as of March 31, 2026 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) each of our Directors, nominees for Director and named Executive Officers; and (3) all Directors and Executive Officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated.  Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 7901 4th St N, Suite 300, St Petersburg, Florida, 33702.

Description of Common Stock

We are currently authorized to issue up to 100,000,000 shares of capital stock consisting of: 100,000,000 shares of common stock, no par value. As of March 31, 2026, 13,327,000 shares of common stock were issued and outstanding.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated, we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.

The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Degelman and Mr. Lemos anticipate devoting at a minimum of fifty percent of their available time to the Company’s affairs. The amounts of compensation and other terms of any full-time employment arrangements would be determined, if and when, such arrangements become necessary.

Item 14. Principal Accounting Fees and Services.

The following table sets forth the aggregate fees billed by Salberg & Company, P.A. for the years ended March 31:

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements

Our financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-1.

Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1

INDEX TO EXHIBITS

Item 16. Form 10-K Summary.

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

MEDICAL EXERCISE INC.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Medical Exercise, Inc.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss and cash used in operations of $226,708 and $194,751 for the year ended March 31, 2026, and a working capital deficit, accumulated deficit, and stockholders’ deficit of $201,388, $705,707 and $183,507 respectively, at March 31, 2026. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2024

Boca Raton, Florida

June 26, 2026

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

MEDICAL EXERCISE INC.

BALANCE SHEETS

The accompanying notes are an integral part of the financial statements.

MEDICAL EXERCISE INC.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of the financial statements.

MEDICAL EXERCISE INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025