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 (LUDG) reported Q3 2025 results. The company posted net income of $31,252 for the quarter, driven largely by a $630,586 gain from the change in fair value of a derivative liability, while operations remained unprofitable. For the nine months, it recorded a net loss of $1,159,135 on $0 revenue as it continues developing mRNA-based diagnostics.
Liquidity is tight. Cash was $3,317 at September 30, 2025, with a working capital deficit of $3,319,663, notes payable of $1,270,009 and convertible notes payable of $687,593. Total liabilities were $3,572,502 and stockholders’ deficit was $(3,310,908). Management disclosed substantial doubt about the company’s ability to continue as a going concern.
Operating expenses reached $1,481,907 year-to-date, reflecting increased consulting, professional fees, and R&D. Financing provided $637,150 net cash year-to-date. The derivative liability stood at $267,473 at quarter-end. Shares outstanding were 162,569,807 as of November 5, 2025. Management said potential product sales could begin in Q4 2025, assuming approximately $10,000,000 of funding, with no assurance.
Ludwig Enterprises, Inc. (OTC: LUDG) filed Amendment No. 1 to its Form S-1 for a firm commitment public offering of common stock. The transaction is a primary issuance, with proceeds to the company, and is planned to begin as soon as practicable after the registration statement is declared effective. The offering is contingent on approval to list the common stock on a national exchange and on completing a reverse stock split “within a range from one-for-fifty to one-for-two-hundred-fifty.” If listing approval is not obtained, the company will terminate the offering.
The company plans to use proceeds for equipment, marketing, staffing, legal and accounting, company awareness, research and clinical trials, debt repayment, and to exercise an option to buy back certain shares. Prior to the offering, 162,569,807 shares of common stock were outstanding (without giving effect to the reverse split). The company states that, upon the effectiveness of the offering and its amended and restated articles, all outstanding Convertible Preferred Stock will automatically convert into common stock, and a portion of its convertible notes will convert into common stock.
Ludwig is an early-stage genomics diagnostics company focused on mRNA-based tests and qualifies as both an emerging growth company and a smaller reporting company. Recent financials show minimal revenue and net losses, and the auditors noted substantial doubt about the company’s ability to continue as a going concern.
Ludwig Enterprises, Inc. appointed Jose Antonio Reyes as Interim Chief Executive Officer. The Board of Directors approved his appointment effective October 1, 2025. Reyes currently serves as Senior Head of Global Business Development and will continue in that role.
Reyes brings extensive familiarity with the company, having previously served as Chief Executive Officer from August 2024 to April 2025 and as Chief Operating Officer from February 2023. He also has over 30 years of leadership experience in executive education, business development, and strategy roles at companies including BlockScience, IGM Global, Excelorators, and Trademark Tours.
As of this filing, the company has not entered into any compensatory agreements related to his Interim CEO role. The Compensation Committee expects to review and determine appropriate compensation, and any resulting arrangements will be disclosed in an amended report. The company states there are no arrangements, family relationships, or related-party transactions connected to his appointment.