Stemtech's Sales Plunge 35% Amidst Going Concern Doubts

TL;DR

**STEK is bleeding cash with plummeting sales and a massive deficit; avoid this stock unless you're a high-risk gambler.**

AI Summary

Stemtech Corp (STEK) reported a net loss of $809,406 for the three months ended September 30, 2025, a significant improvement from the $1,170,480 net loss in the same period of 2024. However, net sales decreased to $852,300 in Q3 2025 from $1,031,630 in Q3 2024, representing an 17.38% decline. For the nine months ended September 30, 2025, the company's net loss was $2,564,412, an improvement from $3,372,986 in the prior year, while net sales dropped to $2,418,271 from $3,740,000, a 35.34% decrease. The company continues to face substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $33.4 million and a working capital deficiency of $9.2 million as of September 30, 2025. Management is pursuing a private placement of common stock to raise $5-7 million by Q4 2025, negotiating a $3 million convertible debt facility by Q1 2026, and implementing $0.5 million in annual cost reductions.

Why It Matters

Stemtech's continued operating losses and significant working capital deficiency raise serious red flags for investors, indicating a high risk of financial instability. The substantial decline in net sales by 35.34% year-over-year for the nine months ended September 30, 2025, suggests a weakening market position and competitive pressures in the wellness product sector. For employees and customers, this financial precariousness could lead to job insecurity, product availability issues, or a decline in service quality. The company's reliance on future capital raises and debt financing to sustain operations highlights its vulnerable position in the broader market, making it a speculative investment.

Risk Assessment

Risk Level: high — Stemtech has an accumulated deficit of approximately $33.4 million and a working capital deficiency of approximately $9.2 million as of September 30, 2025, indicating severe financial distress. The company's net sales for the nine months ended September 30, 2025, decreased by 35.34% to $2,418,271 from $3,740,000 in the prior year, demonstrating a significant decline in revenue generation. These factors collectively raise substantial doubt about the company's ability to continue as a going concern.

Analyst Insight

Investors should exercise extreme caution and consider divesting from STEK due to its severe financial instability, recurring losses, and declining sales. The company's reliance on future capital raises to mitigate going concern doubts presents a high-risk scenario, and potential dilution from new equity or debt conversions is a significant concern.

Financial Highlights

debt To Equity

N/A

revenue

$852,300

operating Margin

-39.80%

total Assets

$3,755,801

total Debt

$10,301,779

net Income

-$809,406

eps

N/A

gross Margin

80.08%

cash Position

$255,416

revenue Growth

-17.38%

Revenue Breakdown

Key Numbers

• $852,300 — Net Sales (Q3 2025) (Decreased from $1,031,630 in Q3 2024, a 17.38% decline.)
• $2,418,271 — Net Sales (Nine Months 2025) (Decreased from $3,740,000 in the prior year, a 35.34% decline.)
• $809,406 — Net Loss (Q3 2025) (Improved from $1,170,480 in Q3 2024.)
• $2,564,412 — Net Loss (Nine Months 2025) (Improved from $3,372,986 in the prior year.)
• $33.4 million — Accumulated Deficit (As of September 30, 2025, indicating significant historical losses.)
• $9.2 million — Working Capital Deficiency (As of September 30, 2025, highlighting liquidity issues.)
• $5-7 million — Expected Capital Raise (Targeted from private placement of common stock by Q4 2025.)
• $3 million — Convertible Debt Facility (Expected to close by Q1 2026 for interim liquidity.)
• $0.5 million — Annual Cost Reductions (Identified through vendor renegotiations and overhead elimination.)
• 231,975,027 — Shares Outstanding (As of November 19, 2025, indicating potential for dilution.)

Key Players & Entities

• Stemtech Corp (company) — registrant
• Globe Net Wireless Corp (company) — original name of registrant
• SEC (regulator) — Securities and Exchange Commission
• $809,406 (dollar_amount) — net loss for three months ended Sep 30, 2025
• $1,170,480 (dollar_amount) — net loss for three months ended Sep 30, 2024
• $852,300 (dollar_amount) — net sales for three months ended Sep 30, 2025
• $1,031,630 (dollar_amount) — net sales for three months ended Sep 30, 2024
• $2,564,412 (dollar_amount) — net loss for nine months ended Sep 30, 2025
• $3,372,986 (dollar_amount) — net loss for nine months ended Sep 30, 2024
• $33.4 million (dollar_amount) — accumulated deficit as of Sep 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern, evidenced by an accumulated deficit of $33.4 million and a working capital deficiency of $9.2 million as of September 30, 2025. This raises significant concerns about the company's short-term viability and ability to meet its obligations.
• Liquidity and Financing Needs [high — financial]: With a working capital deficiency of $9.2 million and a net loss of $809,406 in Q3 2025, the company is actively seeking to raise $5-7 million through a private placement and a $3 million convertible debt facility. Failure to secure this funding could severely impact operations.
• Declining Revenue Trend [medium — financial]: Net sales have declined significantly, down 17.38% in Q3 2025 to $852,300 and 35.34% for the nine months ended September 30, 2025, to $2,418,271. This persistent downward trend indicates potential issues with market demand, product competitiveness, or sales execution.
• Dependence on Network Marketing Model [medium — operational]: The company's business model relies on a global network of independent distributors. Changes in distributor engagement, regulatory scrutiny of multi-level marketing, or shifts in consumer preferences away from this model could negatively impact sales and operations.
• Accumulated Deficit [medium — financial]: The company has an accumulated deficit of $33.4 million as of September 30, 2025. This indicates a history of unprofitability and a substantial need for future earnings to offset past losses and achieve sustainable financial health.
• Potential Shareholder Dilution [medium — financial]: The planned private placement to raise $5-7 million and the potential $3 million convertible debt facility could lead to significant dilution for existing shareholders, impacting the value of their holdings if not accompanied by a substantial increase in company value.

Industry Context

Stemtech operates in the global wellness and stem cell nutrition market, a sector focused on science-based products aimed at enhancing natural bodily renewal. The company leverages a network marketing model to distribute its products internationally. The industry is characterized by innovation in health supplements and a growing consumer interest in preventative health and longevity, but also faces scrutiny regarding product claims and marketing practices.

Regulatory Implications

As a network marketing company, Stemtech is subject to regulations concerning direct sales and multi-level marketing practices in various jurisdictions. Claims made about product efficacy, particularly those related to stem cell function, could attract scrutiny from health regulatory bodies. Compliance with international trade and consumer protection laws is also critical for its global operations.

What Investors Should Do

1. Monitor the success of the private placement and convertible debt facility negotiations, as failure to secure funding poses a significant going concern risk.
2. Analyze the drivers behind the substantial revenue decline (35.34% YTD) to assess the company's competitive positioning and market demand.
3. Evaluate the impact of planned cost reductions ($0.5 million annually) on operational capacity and future growth potential.
4. Assess the long-term viability given the persistent accumulated deficit of $33.4 million and working capital deficiency of $9.2 million.
5. Consider the potential for significant shareholder dilution from the planned capital raises.

Key Dates

• 2025-09-30: End of Q3 2025 — Reported net loss of $809,406 and net sales of $852,300, with a working capital deficiency of $9.2 million and accumulated deficit of $33.4 million.
• 2025-12-31: Target for Private Placement Closing — Company aims to raise $5-7 million through a private placement of common stock to improve liquidity.
• 2026-03-31: Target for Convertible Debt Facility Closing — Company aims to secure a $3 million convertible debt facility to provide interim liquidity.

Glossary

Accumulated Deficit

The total net losses of a company since its inception that have not been offset by net income. (Indicates the company's historical unprofitability, with a significant deficit of $33.4 million as of September 30, 2025.)

Working Capital Deficiency

Occurs when a company's current liabilities exceed its current assets, indicating a short-term liquidity problem. (Stemtech has a working capital deficiency of $9.2 million as of September 30, 2025, highlighting its immediate need for cash.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. (The company faces substantial doubt about its ability to continue as a going concern, a critical warning for investors about its survival.)

Convertible Debentures

A type of debt that can be converted into equity (stock) under certain conditions. (The company has $1,760,795 in convertible debentures as of September 30, 2025, and is seeking a new convertible debt facility, indicating reliance on debt financing that could lead to dilution.)

Private Placement

The sale of securities to a select group of investors, rather than through a public offering. (Stemtech is pursuing a private placement to raise $5-7 million, a common strategy for companies needing capital but potentially leading to dilution.)

Net Sales

The total revenue generated from sales after deducting returns, allowances, and discounts. (Key indicator of business activity; Stemtech's net sales declined 17.38% in Q3 2025 and 35.34% year-to-date.)

Year-Over-Year Comparison

Compared to the prior year, Stemtech Corp. has seen a significant decline in net sales, down 17.38% for Q3 2025 ($852,300 vs $1,031,630) and 35.34% for the nine months ended September 30, 2025 ($2,418,271 vs $3,740,000). While net losses have improved ($809,406 in Q3 2025 vs $1,170,480 in Q3 2024), the company's financial position remains precarious, with a substantial working capital deficiency of $9.2 million and continued going concern warnings. New risks related to financing needs and potential dilution have emerged due to planned capital raises.

Key Financial Figures

• $0.001 — te: 231,975,027 shares of common stock, $0.001 par value, issued and outstanding as of
• $5 — n stock expected to raise approximately $5–7 million by Q4 2025. o The Company h
• $3 m — ng a convertible debt facility of up to $3 million, expected to close by Q1 2026, to
• $0.5 million — tified cost reductions of approximately $0.5 million per year (20% reduction in monthly oper
• $1.0 million — additional cost-saving actions of up to $1.0 million annually, which include further reducti

Filing Documents

• stemtech_i10q-093025.htm (10-Q) — 659KB
• stemtech_ex3101.htm (EX-31.1) — 10KB
• stemtech_ex3102.htm (EX-31.2) — 10KB
• stemtech_ex3201.htm (EX-32.1) — 4KB
• stemtech_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-008554.txt ( ) — 3969KB
• stek-20250930.xsd (EX-101.SCH) — 30KB
• stek-20250930_cal.xml (EX-101.CAL) — 54KB
• stek-20250930_def.xml (EX-101.DEF) — 88KB
• stek-20250930_lab.xml (EX-101.LAB) — 291KB
• stek-20250930_pre.xml (EX-101.PRE) — 228KB
• stemtech_i10q-093025_htm.xml (XML) — 441KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1. Consolidated Financial Statements 4 Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited) 4 Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025 and 2024 (unaudited) 5 Consolidated Statements of Stockholders' Equity (Deficit) for the Nine months ended September 30, 2025 and 2024 (unaudited) 6 Consolidated Statements of Cash Flows for the Nine months ended September 30, 2025 and 2024 (unaudited) 7

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 29 Item 4.

Controls and Procedures

Controls and Procedures 30

— OTHER INFORMATION

PART II — OTHER INFORMATION Item 1 Legal Proceeding 31 Item 1A

Risk Factors

Risk Factors 31 Item 2. Recent Sale of Unregistered Securities 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32

SIGNATURES

SIGNATURES 33 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere herein may address or relate to future events and expectations and as such constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking the size and growth of the potential markets for our products and the ability to serve those markets; our expectations regarding our expenses and revenue, the sufficiency of our cash resources and needs for additional financing; the rate and degree of market acceptance of any of our products; our expectations regarding competition; our anticipated growth strategies; our ability to attract or retain key personnel; our ability to establish and maintain development partnerships; regulatory developments in the U.S. and foreign countries, especially those related to change in, and enforcement of, cannabis laws; our ability to obtain and maintain intellectual property protection for our products; and the anticipated trends and challenges in our business and the market in which we operate.

Forward-looking statements,

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "should," "would," "could," "scheduled," "expect," "anticipate," "estimate," "believe," "intend," "seek," or "project" or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2023 (filed on July 10 th , 2024) entitled "Risk Factors" as well as in our other public filings. In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. 3

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Stemtech Corporation Consolidated Balance Sheets (Unaudited) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash $ 255,416 $ 255,298 Accounts receivable, net 326,487 269,749 Inventory, net 234,614 197,355 Prepaid expenses and other current assets 204,867 199,344 TOTAL CURRENT ASSETS 1,021,384 921,746 Property and equipment, net Intangible assets, net 2,250,528 2,376,158 Other long term assets – – Long term deposits 16,480 16,932 Operating lease right-of-use assets - net – – Goodwill 467,409 467,409 Intercompany – – TOTAL ASSETS $ 3,755,801 $ 3,782,245 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 5,342,392 $ 4,518,391 Notes payable 2,361,208 2,046,001 Convertible debentures, net of discount 1,760,795 1,769,583 Operating lease liabilities - current – – Deferred revenues 88,393 1,463 Factoring liability 748,991 673,611 Derivative liability – – TOTAL CURRENT LIABILITIES 10,301,779 9,009,049 Notes payable - Long term – – Operating lease liabilities - noncurrent – – Other long term liabilities – – TOTAL LIABILITIES 10,301,779 9,009,049 COMMITMENTS AND CONTINGENCIES (Note 10) – STOCKHOLDERS' EQUITY Common stock - $ 0.001 par value; 400,000,000 shares authorized; 158,889,835 and 135,756,053 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 158,890 135,756 Additional paid in capital 27,362,520 26,357,396 Accumulated other comprehensive loss 73,839 ( 146,277 ) Accumulated deficit ( 33,395,464 ) ( 30,831,052 ) Stemtech Corporation shareholders' deficit ( 5,800,215 ) ( 4,484,176 ) Non-controlling interest in subsidiaries ( 745,763 ) ( 742,628 ) Net loss – – TOTAL STOCKHOLDERS EQUITY ( 6,545,978 ) ( 5,226,804 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,755,801 $ 3,782,245 The accompan

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (Unaudited) Note 1 – Organization and Basis of Presentation Stemtech Corporation (the "Company") was incorporated in the State of Nevada on September 4, 2009, under the original name Globe Net Wireless Corp. On November 19, 2021, the Company amended its Articles of Incorporation to change the name to Stemtech Corporation, which received FINRA approval on April 14, 2022. Stemtech is a global network marketing company developing science-based wellness products focused on supporting healthy stem cell physiology. As the Stem Cell Nutrition Company, Stemtech is a pioneer in stem cell science, offering products that enhance the function of the body's natural stem cells. These products are designed to aid in the release, circulation, and migration of adult stem cells to tissues for optimal renewal and health. The Company markets its products internationally through subsidiaries and a network of independent distributors. Key product brands include: RCM System stemrelease3 Stemflo MigraStem OraStem (Oral Health Care) **Cellect One Rapid Renew Stem Cell Peptide Night Cream In 2025, Stemtech launched: Cellect One Shield HOCL (Hypochlorous Acid Skin Care) StemPets (Nutritional supplement for dogs and cats) Merger and Corporate Restructuring On August 19, 2021, Stemtech Corporation (a Delaware corporation) entered into a Merger Agreement with Globe Net Wireless Corp. The merger was accounted for as a reverse acquisition and recapitalization under ASC 805, Business Combinations. After evaluating the merger terms, management concluded that Stemtech acquired Globe Net for financial accounting purposes. The merger led to a change in the Company's fiscal year-end, from August 31 to a calendar year-end of December 31, which was finalized on November 9, 2021. Strategic Initiatives and Growth Plan Stemtech's mission is to enhance global wellness and prosperity by supporting the body's natural renewal system through

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