Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 23, 2024

Meso Numismatics Inc.
(Exact name of registrant as specified in its charter)

Nevada		000-56010		88-0492191
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

433 Plaza Real Suite 275

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 889-9509

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Securities registered pursuant to Section 12(b) of the Act: None.

SECTION 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On May 22, 2024, we issued a press release concerning our positive operating cash flow for the quarter ended March 31, 2024, and other matters.

The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information furnished under this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any such filing.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Meso Numismatics Inc.

/s/ David Christensen
David Christensen
Chief Executive Officer

Date: May 23, 2024

Exhibit 99.1

Meso Numismatics Announces Progress on Name Change, Authorized Shares, New Logo, and Positive Cash from Operations

LAS VEGAS, NV, May 23, 2024 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Meso Numismatics, Inc. (“Meso Numismatics” or the “Company”) (MSSV), a regenerative medicine company, is pleased to announce that its new logo, authorized shares change, and name change from Meso Numismatics Inc. to Regenerative Medical Technology Group Inc. (“RMTG”), to better reflect the company’s business, is near completion as we’re moving forward with our new goals to build the business and the new brand. Pending a market effective date from FINRA, Meso Numismatics, Inc. will soon memorialize its transition from the Numismatics industry to Regenerative Medicine in the Biotechnology industry.

We are also pleased to report in our recent 10-Q that our company had over $100k cash positive from Operating Activities for the quarter ended March 31, 2024.

At the head of regenerative medicine’s global landscape, RMTG stands as a pioneering stem cell company, revolutionizing research, clinical applications, and patient treatments worldwide. With a commitment to excellence, we lead the charge in developing cutting-edge products and technologies that push the boundaries of medical possibilities. We believe our world-class stem cell products, meticulously crafted in state-of-the-art laboratories, offer transformative solutions for a myriad of ailments, promising hope to patients and clinicians alike. Beyond our groundbreaking innovations, the company extends its influence by providing top-tier training for physicians, ensuring that the next generation of medical professionals are equipped with the knowledge and skills to advance regenerative medicine. Through our unwavering dedication to advancement and innovation, this company continues to shape the future of regenerative medicine on a global scale.

Please see this and other Company filings at www.sec.gov.

About Meso Numismatics: Meso Numismatics Corp is a regenerative medicine company offering diverse products and services through its wholly owned subsidiary Global Stem Cells Group. The Company currently has a network of 26 clinics in 21 countries that carry its banner and has its own clinic in Cancun and is currently building another one in Dubai. The Company distributes stem cells and other regenerative based cell lines, and equipment internationally and also specializes in education and training physicians in the area of regenerative medicine.

For more information on Global Stem Cells Group please visit: www.stemcellsgroup.com

Forward Looking Statements

Some information in this document constitutes forward-looking statements or statements which may be deemed or construed to be forward-looking statements, such as the closing of the share exchange agreement. The words “plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”, “expect”, “should”, “believe”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Lans Holdings Inc., herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Lans Holdings Inc. disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.

For further information, please contact:

Investor.relations@mssvinc.com

Telephone: (800) 956-3935

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	000-56010
Entity Registrant Name	Meso Numismatics Inc.
Entity Central Index Key	0001760026
Entity Tax Identification Number	88-0492191
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	433 Plaza Real Suite 275
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33432
City Area Code	800
Local Phone Number	889-9509
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false