8-K

UNITED STATES

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): March 8, 2024

BIOREGENX, INC.

(formerly FINDIT, INC.)

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-56345 (Commission File Number) 30-1912453 (IRS Employer Identification No.)

7407 Ziegler Road
Chattanooga, Tennessee	37421
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 770-4067

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 (17 CFR 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. ☐

Introductory Note.

As previously disclosed on January 6, 2023 in the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Registrant, the Registrant entered into a definitive merger agreement, dated as of December 29, 2022 by and between the Registrant and BioRegenx, Inc., a Nevada corporation.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Registrant filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant with the Registrant being the surviving company. The name of the Registrant was changed to BioRegenx, Inc.

Pursuant to the merger, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The retired Series A and Series B preferred shares represented a voting control of 98.47% of the Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of Registrant’s stock was the average closing price of Registrant for the month of November 2022.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities were issued under Rule 506 of Regulation D of the Securities Act of 1933.

Item 5.01 Changes In Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, 3.02, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the merger, a change in control of the Registrant occurred.

There are not any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 8, 2024, Raymond Firth and Thomas Powers resigned as officers of the Registrant and the following officers were appointed:

William Resides – Chief Executive Officer, Interim Financial Officer

Robert Doran – Executive Vice President

Sherri Adams – Chief Operating Officer

Gary Hennerberg – Secretary

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Effective March 8, 2024, Raymond Firth resigned as a director of the Registrant and the following directors were appointed to join Thomas Powers on the Board of Directors:

William Resides Robert Doran

Sherri Adams Gary Hennerberg

Suzanne Bird Jody Walker

Gary Kiss

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 8, 2024, the Registrant filed an Amendment to the Articles of Incorporation which increased the authorized common stock to One Billion Five Hundred Thousand (1,500,000,000) common shares. Additionally, the name of the Registrant was changed to BioRegenx, Inc.

The Registrant discovered that a Certificate of Designation was not properly filed in 2013 creating the 5,000,000 Series A preferred shares. Effective March 14, 2024, the Registrant filed a Certificate of Designation (and subsequently, a Certificate of Correction) curing the 2013 creation of the Series A preferred shares and ratifying the issuances of 5,000,000 Series A preferred shares in 2013 which were retired pursuant to the terms of the merger. Each Series A preferred share has voting rights of 2,500 votes per Series A preferred share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.5	Articles of Merger
3.6	Amendment to the Articles of Incorporation
3.7	Certificate of Designation
3.8	Certificate of Correction
99.2	Press Release dated March 14, 2024
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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.

BioRegenx, Inc. (formerly Findit, Inc.)

(Registrant)

Date: March 29, 2024

By: /s/ William Resides

Name: William Resides

Title: Chief Executive Officer

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EX-3.5

Exhibit 3.5

 

Business Number C30222 - 1998 Filed in the Office of Secretary of State State Of Nevada Filing Number 20243855737 Filed On 2/26/2024 3:00:00 PM Number of Pages 4

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Exchange /Me rger: Owner's approval (NRS 92A . 200) (options a, b or c must be used for each entity ) D A. Owner's approval was not required from the: D Acquired/merging D Acquiring/surviving D B. The plan was approved by the required consent of the owners of: D Acquired/merging D Acquiring/surviving D C . Approval of plan of exchange for Nevada non - profit corporation (NRS 92A.160 ): Non - profit Corporations only: The plan of exchange / merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. D Acquired/merg i ng D Acquiring/surviving l Name of acquired / merging entity Name of acquiring/surviving entity 4. Approval Continued: ( If more than one entity being acquired or merging please attach additional approval page .) Exchange /Me rger : Owner's approval (NRS 92A.200) (options a , b or c must be used for each entity ) D A. Owner's approval was not required from the: D Acquired/merging D Acquiring/surviving D B . The plan was approved by the required consent of the owners of: D Acquired/merging D Acquiring/surviving D C . Approval of plan of exchange for Nevada non - profit corporation (NRS 92A.160): Non - profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. D Acquired/merging D Acquiring/surviving I j Name of acquired/merging entity Name of acquiring/surviving entity 4. Approval Continued: {If more than one entity being acquired or merging please attach additional approval page.) DocuSign Envelope ID: 796C3520 - C0DD - 4890 - 8E81 - 57C859A5 3FC5 t - KAN(;l:S(;O V. AuUILAK Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume. ov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: D Conversion D Exchange ® Merger TYPE OR PRINT· USE DARK INK ONLY - DO NOT HIGHLIGHT * corporation, limited partnership, limited - liability limited partnersh ip, limited - liability company or business trust. Page 2 of 4 Revised: 8/1/2023

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DocuS i gn Envelope ID: 796C3520·C0DD - 4890·8E81 - 57C859A53FC5 l' - KANc.;1::;c;u V. AuUILAK Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website : www.nvsos.gov www.nvsilverflume.gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A . 205 6.Forwarding Address for Service Country Name of Process : Care of: (Conversion and Mergers only, if resulting/surviving entity is foreign) State Zip/Postal Code City Address Article I of the Articles of Incorporation shall be amended to read: "The name of the corporation s hall be BioRegenx, In c. 7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) •• '* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated artic l es prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92 A . 180 (merger of subsidiary into parent - Nevada parent owning 90 % or more of subsidiary), the articles of merger may not contain amendments to the consti t uent documents of the surviving entity except that the name of the surviving entity may be changed . Exchange : D The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). Merger: (Select one box) 18'.1 The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). Ƒ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). 8 . Declaration : (Exchange and Merger only) D Conversion : A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited - liability limited partnership; a manager of each Nevada limited - liability company with managers o r one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited - liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the l aw governing it. I I Name of constituent entity 9 . Signature Statement : (Required) Form will be returned if unsigned. This form must be accompanied by appropriate fees. Page 3 of 4 Revised: 8/112023

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DocuSign Envelope ID : 7 96C3520 - C0DD - 4890 - 8E81 - 57C859A53FCS t - t<AN(.;l:S(.;0 V. A<.;UILAt< Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www nvsilverflume gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 Ƒ Exchange : Signatures - Must be signed by: An officer of each Nevada corporation ; All general partners of each Nevada limited partnership; All general partners of each Nevada limited - liab i lity limited partnership ; A manager of each Nevada l imited - liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange . The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A . 23D) . Additional signature blocks may be added to this page or as an attachment, as needed. 9. Signature Statement Continued: (Required) !RI Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership ; All general partners of each Nevada limited - liability limited partnership; A manager of each Nevada limited - liability company with managers or one member if there are no managers ; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment , as needed. I I BioRegenx , Inc. 10. Signature(s): (Required) 2/23/24 CEO Name of acquired/merging entity X - -- w ,! Signature (Exchange/Merger) Title Date If more than one entity being acquired or merging please attach additional page of informaiton and signatu r es . I I Find it , Inc . 2/23/24 Date Name of acquiring/surviving entity X ! ;:,, CEO Signature (Exchange/Merger) Title Date X Signature of Constituent Entity (Conversion) Tltle Please include any required or optional information in space below: (attach additional page(s) i f necessary ) Form will be returned if uns i gned . This form must be accompan i ed by appropriate fees . Page 4 of 4 Re vi s ed : 8 1 112023

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EX-3.6

Exhibit 3.6

 

Business Number C30222 - 1998 Filed in the Office of Secretary of State State Of Nevada Filing Number 20243904816 Filed On 3/8/2024 2:14:00 PM Number of Pages 3

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DocuSign Envelope ID : 1052F269 - 1F 78 - 490C - 9 175 - 0 322 44BA4744 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City , Nevada 89701 - 4201 (775) 684 - 5708 Website : www.nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment ( PURSUANT TO NRs 78.380 & 78.385 / 78 .39 0 ) Certificate to Accompany Restated Articles or Amended and Restated Articles ( PURSUANT TO NRs 78.4 03) Officer's Statement ( PuRsuANT TO NRs 80.030) Date: 03/06/2024 Time : 3 pm EST - l _J (must not be late r than 90 days after the certificate is filed) . Effective Date and ime: (Optional) Changes to takes the following effect: IRI The entity name has been amended. D The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) D The purpose of the entity has been amended . IR] The authorized shares have been amended . D The directors , managers or general partners have been amended. D IRS tax language has been added. D Articles have been added . D Articles have been deleted. Ƒ Other. The articles have been amended as follows : (provide article numbers , if available) Article 1.: The name of the corporation is Findit, Inc. See attached. (attach additional page(s) if necessary) . Information Being hanged: (Domestic orporations only) C T ..... - .. . x .! Signature of Officer or Authorized Signer Title X [ Signature of Officer or Authorized Signer Title * If any proposed amendment would alter or c hange any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . . Signature: Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of 2 Revised : 9/1/2023

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DocuSign Envelope ID : 1052F269 - 1 F78 - 490C - 9175 - 032244BA4744 ATTACHMENT TO AMENDMENT TO ARTICLES OF INCORPORATION FINDIT, INC. Pursuant to the Nevada Revi se d Statutes The articles have been amended as follows: Article 1. The name of the Corporation is BioRegenx , Inc. Article 2. The stock of this corporation shall be divided into two classes , consisting of One Billion Five Hundred Million (1,500,000 , 000) shares of Common Stock and Fifty Million (50 , 000 , 000) shares of Preferred Stock. Each shares of Common Stock shall have a par value of $.001 and each share of Preferred Stock shall have a par value of.$.001. •

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EX-3.7

Exhibit 3.7

Business Number C30222 - 1998 Filed in the Office of Secretary of State State Of Nevada Filing Number 20243915583 Filed On 3/14/2024 11:02:00 AM Number of Pages 2

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11 : 02 : 21 a . m . 03 - 14 - 2024 4 I 307 - 263 - 0459 Fr o m Ro bert Doran 1.307.263.0 4 59 Thu Mar 14 12:02:32 2024 MDT Page 4 of 4 ATTACHMENT TO CERTlFICATE OF DESIGNATION SERIES A PREFERRED STOCK Pursuant to the Nevada Revised Statutes Findit, Inc . , a corporation organized and existing under the law of the State of Nevada (the "C orporation "), in accordan ·e with the provisions of the Nevada Revised Statutes DOES HER E BY CERTIFY as follows : In August 2013 , the Co.rporation authorized the creation of 50 , 000 , 000 Series A Preferred Shares. The required Certificate of Designation was not properl y filed at that time . As a result , the Board of Directors of the Corporation by resolution by written consent in lieu of meeting dated March l , 2024, adopted the following resolution ratifying the creation of the 50 , 000 , 000 shares of Preferred Stock , $ . 001 par value per share, designated as Series A Preferred Stock: The Series A preferred stock shall hav e the following rights , designation, number , powers , preferences , limitations , restrictions, and relat iv e right s and other matters relating to such shares of Series A preferred stock : A Designation and Number. A series of the preferred stock, designation the ·'Series A Preferred Stock ,'' $0 . 00 I par value , was established in August 2013. The number of authorized shares of the Series A Preferred Stock is Fifty Million (50 , 000 , 000). The rights , preferences , privileges , and restrictions granted to and imposed on the Series A Preferred Stock are as set forth below . B. Dividend Provi s ions . None C. Preemptive Rjghts. None D Voting Rights. E ach share of Serie s A Preferred Stock shall entitle the holder thereof to cast 2,500 votes on all matters submitted to a vote of the s tockholder s of the Corporation .

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EX-3.8

Exhibit 3.8

) L O HI GL F %HL XQ VR LIWQ KH HV V 2 I 1 X & ) L O L Q J 1 X P E H 6 H F U H W ) D L O U \ H G R I 2 Q 6 W D W X P H U R I 6 W D W H 1 2 I E 1 H Y D G D 3 D

EX-99.2

Exhibit 99.2

CHATTANOOGA, TN / ACCESSWIRE / March 14, 2024 / On March 8, 2024, the merger of BioRegenx,  Inc. into Findit, Inc. (OTC PINK:FDIT) went effective along with the name change of the surviving entity to BioRegenx, Inc., by the state of Nevada and the SEC. Furthermore, BioRegenx is currently collaborating with FINRA to facilitate a name and symbol change. The company is diligently working towards up-listing to the OTC QB.

In December 2023, BioRegenx’s wholly owned subsidiary, Microvascular Health Solutions, Inc., unveiled the updated version of its pioneering GlycoCheck device, boasting significant hardware and software enhancements. The company commenced sales by fulfilling pre-orders and continues to deliver on new sales, with GlycoCheck system packages priced between $22,000 to $32,000, generating monthly recurring revenue based on usage. Favorable financing options have been secured for GlycoCheck customers, ensuring accessibility and affordability.

Endocalyx Pro, a dietary supplement targeting microvascular capillary health, has achieved remarkable monthly sales figures, demonstrating consistent growth. In 2024, BioRegenx is intensifying its sales and marketing efforts to further boost sales, with GlycoCheck’s integration into the market expected to synergistically enhance Endocalyx Pro sales. Moreover, BioRegenx offers a range of supplements through its wholly-owned subsidiary, MyBodyRx LLC.

Following its recent acquisition, DocSun Biomedical Holdings, Inc., a provider of non-contact vital signs monitoring systems, is primed to generate revenue through its distribution agreement. This agreement involves supplying DocSun’s AI Engine technology to a large conglomerate distributor targeting multiple sectors, including the latest release of their Software Development Kit (SDK). Initial revenues will stem from the testing of DocSun’s SDK in fleet and electric vehicles (EV’s) amongst other applications, with commercialization slated to begin in late Q3 or early Q4. As per the agreement terms, DocSun stands to receive 40% of all the revenue generated including 40% of the $10 per vehicle license fee from the EV automotive manufacturer, indicating significant revenue potential. DocSun’s engineering team is actively engaged in installing new hardware and coding software to enhance AI capabilities, paving the way for future growth opportunities.

“I’m extremely pleased with the milestones achieved and the growth witnessed across all four subsidiaries of BioRegenx Inc. The completion of the merger marks a significant milestone, opening up new opportunities as a publicly-traded entity,” remarked Bill Resides, CEO of BioRegenx.

About BioRegenx

BioRegenx, Inc. operates as a holding company specializing in acquiring intellectual property (IP) and companies engaged in Regenerative Biotherapeutics and anti-aging research. Its primary focus involves acquiring and developing non-invasive medical and wellness devices capable of efficiently recording, storing, and analyzing extensive datasets. This data serves as input for our proprietary algorithms as well as a planned AI engine to generate more predictive outcomes. The company’s goal is to provide practitioners, patients, and customers with valuable insights derived from thorough analysis, thereby enhancing the efficacy and precision of our solutions.

About Findit, Inc.

Findit, Inc., owns Findit.com which is a social media content management platform that provides an interactive search engine for all content posted in Findit to appear in Findit search. The site is an open platform that provides access to Google, Yahoo, Bing, and other search engines access to its content posted to Findit so it can be indexed in these search engines as well. Findit provides members the ability to post, share and manage their content. Once they have posted in Findit, we ensure the content gets indexed in Findit search results. Findit provides an option for anyone to submit URLs that they want to be indexed in Findit search results, along with posting status updates through Findit Right Now. Status updates posted in Findit can be crawled by outside search engines which can result in additional organic indexing. All posts on Findit can be shared to other social and bookmarking sites by members and non-members. Findit, Inc. is focused on the development of monetized Internet-based web products that can provide increased brand awareness to our members. Findit Inc. trades under the stock symbol FDIT on the OTC Markets.

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Safe Harbor

This press release contains forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding potential sales, the success of the company’s business, as well as statements that include the word believe or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of BioRegenx, Inc. to differ materially from those implied or expressed by such forward-looking statements. This press release speaks as of the date first set forth above, and BioRegenx, Inc. assumes no responsibility to update the information included herein for events occurring after the date hereof. Actual results could differ materially from those anticipated due to factors such as the lack of capital, timely development of products, inability to deliver products when ordered, inability of potential customers to pay for ordered products, and political and economic risks inherent in international trade.

 

CONTACT:

Bob Doran - BioRegenx, Inc
866-770-6067
bob.doran@bioregenx.com

SOURCE: BioRegenx, Inc.

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XML

Cover	Mar. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 08, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56345
Entity Registrant Name	BIOREGENX, INC.
Entity Central Index Key	0001593184
Entity Tax Identification Number	30-1912453
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7407 Ziegler Road
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421
City Area Code	(866)
Local Phone Number	770-4067
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false