Ludwig Enterprises, Inc. filings document registration activity and public-company disclosures for a Nevada biotechnology issuer focused on mRNA diagnostics and AI-supported health solutions. S-1/A registration statements cover shareholder voting matters, capital structure, governance, risk factors, and clinical or regulatory disclosures tied to its diagnostic programs.
Material-event reports disclose financing agreements involving convertible promissory notes and common stock purchase warrants, as well as executive appointments and board-level governance matters. The filings also identify emerging growth company status and provide formal disclosure around securities structure, ownership-related matters and operating risks.
Ludwig Enterprises, Inc. (LUDG) is party to agreements under which FOXO Technologies Inc. would acquire 5,000,000 shares of its Preferred Stock from The Thomas E. Terwilliger Revocable Trust and Vasaio Capital, Inc. In exchange, FOXO would issue 1,250,000 and 1,000,000 shares of Series F Preferred, respectively, with stated values of $1,250,000 and $1,000,000. The preferred-stock purchases have not closed, and no consideration has been paid. FOXO also agreed to acquire Ludwig promissory notes with approximately $1,000,000 aggregate principal for $250,000 cash at closing, $250,000 within 90 days after closing, and 500,000 Series F shares with $500,000 stated value; this purchase is subject to conditions, including the Trust purchase closing.
Until closing, voting agreements give FOXO shared voting power over the Preferred Stock shares, subject to exceptions and limitations. The shares carry 500,000,000 votes, approximately 57.7% of combined voting power. The 500,000,000 common shares issuable on conversion are reported as 74.9% of Common Stock under the beneficial-ownership calculation; FOXO has no record ownership or dispositive power before closing. Conditions include approval of FOXO common stock for listing on The Nasdaq Stock Market, financing satisfactory to FOXO's board, due diligence and required approvals. Sellers may generally terminate if the listing and related public offering are not completed within 120 days after signing, unless waived.
Ludwig Enterprises, Inc. said Stephano Slack LLC resigned as its independent registered public accounting firm effective June 22, 2026, and the board acknowledged the resignation and approved the change. Stephano Slack’s report on the company’s consolidated financial statements for the fiscal year ended December 31, 2025, was not adverse, disclaimed, or modified as to audit scope or accounting principles, but included an explanatory paragraph expressing substantial doubt about Ludwig’s ability to continue as a going concern.
Ludwig reported no disagreements with Stephano Slack on accounting, disclosure, or audit matters and no reportable events during the firm’s engagement from April 18, 2025, through June 22, 2026.
Ludwig Enterprises, Inc. filed a Notification of Late Filing indicating it will not submit its Quarterly Report on Form 10-Q for the period ended June 30, 2026 by the prescribed due date. The company states it has been unable to complete its quarterly financial statements and related disclosures without unreasonable effort or expense.
The company expects to file the Form 10-Q within the five-calendar-day extension period permitted under Rule 12b-25 of the Securities Exchange Act of 1934. Ludwig Enterprises reports that all other required periodic reports over the past 12 months have been filed and indicates it does not anticipate any significant change in results of operations versus the same period in the prior fiscal year.
Ludwig Enterprises, Inc. reported unaudited results for the three months ended March 31, 2026, showing net income of $218,847 despite generating no revenue. Profit was driven mainly by non-cash items, including an $825,000 gain on exchanging an equity investment and a $175,000 unrealized gain on equity securities.
Operating expenses rose to $564,979, producing an operating loss, while interest expense and amortization of debt discount totaled $237,759. At March 31, 2026, the company had cash of $18,323, a working capital deficit of $5,037,861, total liabilities of $5,293,267, and a stockholders’ deficit of $4,028,695. Management disclosed substantial doubt about the company’s ability to continue as a going concern and is seeking additional debt or equity financing. Convertible notes, warrant and derivative liabilities, and large preferred share conversion rights create significant potential dilution.
Ludwig Enterprises, Inc. filed a Form 12b-25 notifying the SEC of a late Quarterly Report on Form 10-Q for the period ended March 31, 2026. The notice states the company will file the Form 10-Q within five calendar days of the original due date, citing time constraints in compiling and reviewing required information.
The submission is signed by Jose Antonio Reyes, Chief Executive Officer (Interim), dated May 15, 2026. No earnings figures or changes in results are provided in the notice.
LUDWIG ENTERPRISES, INC. ten percent owner Marvin S. Hausman, MD reported open-market sales of common stock. On April 20, 2026, he sold 1,500,000 shares at $0.02 per share. On April 29, 2026, he sold an additional 500,000 shares at $0.02 per share. Following these transactions, he directly held 37,758,000 shares of common stock.
Ludwig Enterprises, Inc. is conducting a firm-commitment public offering of 1,670,379 Common Units, each consisting of one share of common stock and one five-year warrant, at an assumed price of $8.98 per unit.
The company plans a 1‑for‑200 reverse stock split to support an exchange uplisting, and listing approval is a condition to closing. Warrants will be immediately exercisable at $11.23 per share. Net proceeds are estimated at about $13.6 million, to fund sales and marketing, research and clinical studies, working capital and repayment of roughly $1.1 million of unsecured and original issue discount debt. Ludwig is an early-stage genomics company with no product revenue to date and reported a $2.24 million net loss in 2025, with an accumulated deficit of $9.50 million, and its auditors have raised substantial doubt about its ability to continue as a going concern.
Ludwig Enterprises, Inc. outlines its transformation into an early-stage genomic diagnostics company focused on mRNA-based tests for inflammation-driven cancers, led by its Revealia™ Breast cheek-swab assay, which it anticipates trial-launching in the second quarter of 2026, subject to funding and validation.
The company reports it has no commercial products or revenue and is running preliminary validation, where a 249-patient breast cancer subset showed about 92% sensitivity, 54% specificity, and 86% negative predictive value. More than 3,000 samples have been collected across over 40 U.S. sites, with broader cancer indications in development.
Ludwig highlights significant financial strain: net loss of $2,236,433 in 2025 and $3,016,884 in 2024, with an accumulated deficit of $9,495,799 and auditor “going concern” doubt. The company has raised about $3,000,000 in loans, depends on additional capital to continue operations, and plans a B2B2C, lab-partnered commercialization model while facing intense competition and evolving LDT regulation.
Ludwig Enterprises is registering 3,750,002 Common Units in a firm-commitment public offering. Each unit includes one share of common stock and one tradeable warrant, with an assumed price of $4.00 per unit and a warrant exercise price of $5.00, expiring five years after issuance.
The company expects net proceeds of approximately $13,550,006, or $15,620,002 if the over-allotment is fully exercised, to fund sales and marketing, research and clinical studies, general and administrative expenses, working capital and repayment of $1,092,000 in unsecured and OID debt. A 1-for-100 reverse stock split, subject to FINRA approval, is planned to support uplisting, and the offering will not close without an exchange listing.
Ludwig is an early-stage genomics company developing mRNA cheek-swab tests for inflammation-related diseases such as cancers and heart disease. It has had minimal revenue, recurring net losses, a substantial accumulated deficit and a going-concern warning, and it will need additional capital beyond this offering to complete planned clinical studies and commercialize its products.
Ludwig Enterprises, Inc. entered into a funding deal with Alumni Capital LP involving a $250,000 convertible promissory note and a common stock purchase warrant. The note, issued at an original issue discount, matures on May 4, 2026 and becomes convertible after an event of default at a price equal to 70% of the lowest traded price of the common stock over the 20 business days before conversion notice.
The warrant allows Alumni Capital to buy up to 4,166,667 shares of common stock at $0.06 per share, exercisable from February 5, 2026 for five years. These securities, and the shares underlying them, were issued in a private placement relying on Section 4(a)(2) and/or Regulation D, with no commissions paid.