Stemtech Corp. Files 2023 Annual Report

TL;DR

Stemtech Corp. filed its 2023 10-K. Financials are in.

AI Summary

Stemtech Corp. filed its 10-K for the fiscal year ending December 31, 2023, reporting on its financial performance and business operations. The company, formerly known as Globe Net Wireless Corp., is involved in the wholesale of drugs and sundries. The filing provides detailed financial statements and disclosures for the fiscal year 2023, comparing them to prior periods.

Why It Matters

This 10-K filing provides investors and stakeholders with a comprehensive overview of Stemtech Corp.'s financial health and strategic direction for the fiscal year 2023, enabling informed investment decisions.

Risk Assessment

Risk Level: low — This is a standard annual financial filing with no immediate red flags or significant new risks highlighted in the provided snippet.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the 10-K)
• 2024-07-10 — Filing Date (Date the 10-K was submitted to the SEC)

Key Players & Entities

• Stemtech Corp. (company) — Filer of the 10-K
• Globe Net Wireless Corp. (company) — Former name of Stemtech Corp.
• 2023-12-31 (date) — Fiscal year end
• 2024-07-10 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — tion 12(g) of the Act: Common Shares - $0.001 par value (Title of Class) Indicate
• $9,027 — e in Miramar, Florida. The Company pays $9,027 per month in rent until the end of the
• $9,097 — the space to a tenant who pays Stemtech $9,097 to occupy the space. The Company incurr
• $73,309 — ase expense for its operating leases of $73,309 and $85,629 for the years ended Decembe
• $85,629 — for its operating leases of $73,309 and $85,629 for the years ended December 31, 2023 a
• $267,000 — Mr. Carter's claim is in the amount of $267,000. The Company has counter-sued Ray Carte
• $5.00 — ty that has a market price of less than $5.00 per share, subject to certain exception
• $1.07 billion — total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year f
• $1.0 billion — revious 3-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the da
• $700 million — that is held by non-affiliates exceeds $700 million as of the prior June 30. As an emergin

Filing Documents

• stemtech_i10k-123123.htm (10-K) — 918KB
• stemtech_ex1001.htm (EX-10.1) — 6KB
• stemtech_ex1002.htm (EX-10.2) — 211KB
• stemtech_ex2100.htm (EX-21) — 6KB
• stemtech_ex3100.htm (EX-31) — 16KB
• stemtech_ex3200.htm (EX-32) — 7KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001683168-24-004736.txt ( ) — 5953KB
• gntw-20231231.xsd (EX-101.SCH) — 45KB
• gntw-20231231_cal.xml (EX-101.CAL) — 59KB
• gntw-20231231_def.xml (EX-101.DEF) — 180KB
• gntw-20231231_lab.xml (EX-101.LAB) — 390KB
• gntw-20231231_pre.xml (EX-101.PRE) — 327KB
• stemtech_i10k-123123_htm.xml (XML) — 710KB

Risk Factors

Risk Factors 1 Item 1B Unresolved Staff Comments 1 Item 1C Cybersecurity 2 Item 2

Properties

Properties 2 Item 3

Legal Proceedings

Legal Proceedings 2 Item 4 Mine Safety Disclosures 2 Part II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 3 Item 6 [Reserved] 4 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 4 Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 9 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 10 Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 11

Controls and Procedures

Controls and Procedures 11 Item 9B Other Information 12 PART III Item 10 Directors, Executive Officers, and Corporate Governance 13 Item 11

Executive Compensation

Executive Compensation 16 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17 Item 13 Certain Relationships, Related Transactions and Director Independence 18 Item 14 Principal Accountant Fees and Services 18 PART IV Item 15 Exhibits and Financial Statement Schedules 19 i

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. All dollar amounts refer to US dollars unless otherwise indicated. ii PART I

: Description of Business

Item 1: Description of Business Stemtech Corporation and its Subsidiaries (collectively, the "Company", or "Stemtech") was incorporated in the State of Nevada, USA on September 4, 2009 under the name Globe Net Wireless Corp. with ticker symbol "GNTW". Our corporate name was changed to Stemtech Corporation in the state of Nevada.in August 2021. We were listed on the OTCQB market under symbol "STEK" in April 2021. Stemtech is a global network marketing company that develops science-based products that it believes supports wellness by helping the body maintain healthy stem cell physiology, also known as stem cell enhancers. Known as the Stem Cell Nutrition Company, the Company is a pioneer in stem cell science, and believes it can demonstrate that adult stem cells function as the natural renewal system of the body. The Company believes our products enhance and support the work of the body's stem cells by releasing more stem cells, helping to circulate them in the blood and migrate them into tissues, where they can perform their daily function of renewal for optimal health. Our Mission is to enhance wellness and prosperity around the world. These products are marketed internationally by the Companies subsidiaries and through independent distributors. The Company markets its products under the following brands: RCM System, stemrelease3, StemFlo MigraStem and OraStem (Oral Health Care). Stemtech also introduced a new skincare product in December 2022: Cellect One Rapid Renew Stem Cell Peptide Night Cream. On August 19, 2021, Stemtech Corporation ("Stemtech"), a (Delaware corporation), entered into a Merger Agreement (the "Merger Agreement") with Globe Net Wireless Corp. ("Globe Net" or "GNTW"). The merger is accounted for as a reverse acquisition and recapitalization in accordance with the Accounting Standards Codification topic 805 , Business Combinations ("ASC 805"). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acqu

Risk Factors

Item 1A. Risk Factors. We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None. 1

Cybersecurity

Item 1C. Cybersecurity. We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees, and vendor information and prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents. Our current cybersecurity risk assessment program consists of an annual review of our risks and policies. The program outlines governance, policies and procedures, and technology we use to oversee and identify risks from cybersecurity threats. Our President & COO and CEO are responsible for overseeing our business operations and are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. We also use the services of an outside consulting firm to monitor activity and advise the company of cybersecurity protocols. We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including an annual risk review, policy reviews and revisions. In addition, we maintain business continuity, contingency, and recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files. and emails. We engaged and used the advice of a third-party consultant to help us assess and identify risks from cybersecurity threats, including the threat of a cybersecurity incident, and manage our risk assessment program. Among other things, thes

Properties

Item 2. Properties. On August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc. to rent approximately 5,003 square feet of space in Miramar, Florida. The Company pays $9,027 per month in rent until the end of the extended lease September 30, 2024. Stemtech has sublet the space to a tenant who pays Stemtech $9,097 to occupy the space. The Company incurred lease expense for its operating leases of $73,309 and $85,629 for the years ended December 31, 2023 and 2022, respectively.

Legal Proceedings

Item 3. Legal Proceedings. On August 6, 2019, Ray Carter, the former CEO prior to the Company's Bankruptcy, filed a lawsuit against the Company's subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company's current management team taking control in 2018. Mr. Carter's claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 which is included in accounts payable and accrued liabilities in the consolidated balance sheets at December 31, 2023 and 2022. Mr. Carter's request for Summary Judgment was dismissed by the Court on March 3, 2023.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not Applicable. 2 PART II

Market for Registrant's Common

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Stemtech's common shares have been quoted on the NASD OTC Bulletin Board under the symbol "STEK" since April 13, 2022. The table below gives the high and low bid information for each fiscal quarter of trading for the last two fiscal years. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The closing share prices presented below represent prices between broker-dealers and do not include retail mark-ups and mark-downs or any commission to the dealer. QUARTER ENDED HIGH LOW December 31, 2021 $ 2.20 $ 2.05 March 31, 2022 $ 2.55 $ 2.55 June 30, 2022 $ 5.00 $ 5.00 September 30, 2022 $ 0.72 $ 0.63 December 31, 2022 $ 0.10 $ 0.08 Holders of Stemtech's Common Stock The Company had 112 registered holders of its common stock as of April 12, 2024. Dividends Stemtech has declared no dividends on its common shares and is not subject to any restrictions that limit its ability to pay dividends on its common shares. Dividends are declared at the sole discretion of Stemtech's Board of Directors. Recent Sales of Unregistered Securities None. Penny Stock Rules Trading in Stemtech's Common Stock is subject to the "penny stock" rules. The Securities and Exchange Commission ("SEC") has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends Stemtech's Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. U

Selected Financial Data

Item 6. Selected Financial Data. The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Management's Discussion and Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Stemtech's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report. Stemtech's audited financial statements are stated in United Company Overview Stemtech Corporation was incorporated under the laws of the State of Nevada, U.S. on September 4, 2009. Our registration statement on Form S-1 was filed with the SEC was declared effective on May 15, 2013. On August 19, 2021, the Company entered into a Merger Agreement with Stemtech Corporation by which the Company acquired one hundred percent of the shares of STEMTECH CORPORATION in exchange for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the Company. Stemtech has pioneered and patented a whole new category of dietary supplements. Stemtech's advanced Stem Cell Nutrition formulations are one-of-a-kind natural products designed to help support the three most important aspects of stem cell physiology: 1) Releasing more stem cells; 2) their circulation in the blood; and 3) Migration into tissues, where they can perform their daily function of renewal and rejuvenation for optimal health. We actually harness the incredible power of adult stem cells. How does this work? Adult stem cells are released from your bone marrow into the bloodstream, they then Circulate in the bloodstream and flow to the tissues most in need

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View this 10-K filing on SEC EDGAR